Annual Report

Transcription

Annual Report

2014 Annual Report
CONTENTS
Letter to Shareowners
P&G’s Billion- and Half-Billion-Dollar Brands
Sectors and SMOs
Form 10-K Index
Form 10-K
Measures Not Defined by U.S. GAAP
Global Leadership Council
Board of Directors
Company & Shareowner Information
Recognition
1
6
8
9
10
42
87
87
88
89
FINANCIAL HIGHLIGHTS
(unaudited)
Amounts in millions, except per share amounts
Net Sales
Operating Income
Net Earnings Attributable to Procter & Gamble
Net Earnings Margin from Continuing Operations
Diluted Net Earnings per Common Share from Continuing Operations(1)
Diluted Net Earnings per Common Share(1)
Dividends per Common Share
2014
2013
2012
2011
2010
$83,062
15,288
11,643
14.1%
$82,581
14,330
11,312
13.7%
$ 3.83
3.86
2.29
$82,006
13,035
10,756
11.2%
$ 3.06
3.66
2.14
$79,385
15,233
11,797
14.5%
$ 3.80
3.93
1.97
$75,785
15,306
12,736
14.0%
$ 3.38
4.11
1.80
$
3.98
4.01
2.45
NET SALES
OPERATING CASH FLOW
DILUTED NET EARNINGS
($ billions)
($ billions)
(per common share)
$83.1
$82.6
$82.0
$79.4
$75.8
14
13
12
11
10
$14.0
$14.9
$13.3
$13.3
$16.1
14
13
12
11
10
$4.01
$3.86
$3.66
$3.93
$4.11
14
13
12
11
10
2014 NET SALES
BY GEOGRAPHIC REGION
BY BUSINESS SEGMENT (2)
25%
24%
10%
32%
9%
Beauty
Grooming
Health Care
Fabric Care and
Home Care
Baby, Feminine
and Family Care
7%
10%
39%
16%
28%
BY MARKET MATURITY
North America
Europe
Asia
Latin America
India, Middle East
and Africa (IMEA)
Developed
Developing
39%
61%
Various forward-looking statements are made in this Annual Report, which generally include the words “believe,” “expect,” “anticipate,” “intend,”
“opportunity,” “plan,” “project,” “will,” “should,” “could,” “would,” “likely,” and similar expressions. Certain factors that may affect these forwardlooking statements, including the Company’s ability to achieve its goals referred to herein, are discussed on pages 12–16 of this Annual Report.
(1) Diluted net earnings per share are calculated based on net earnings attributable to Procter & Gamble.
(2) These results exclude net sales in Corporate.
* Brand names referenced in this Annual Report are trademarks of The Procter & Gamble Company or one of its subsidiaries.
A.G. Lafley
Chairman of the Board,
President and
Chief Executive Officer
Dear Shareowners,
At P&G, we are focused on building consumer-preferred brands and products
that create value for consumers and shareowners. Everything begins with consumer
understanding and winning at the zero moment of truth when consumers search for our
brands, at the first moment of truth when they choose our brands, and at the second
moment of truth when they use our products. Winning these moments of truth leads to
consumer purchase, preference, regular usage and long-term loyalty. This is how we
create value for consumers, build leadership brands and businesses, and create value for
P&G shareowners.
We met our business and financial objectives for fiscal year 2014. Organic sales grew
3%, in line with the market. Core earnings per share increased 5%. We generated
$10.1 billion of free cash flow, with 86% free cash flow productivity. We increased the
dividend 7% — the 58th consecutive year that P&G’s dividend has been increased — and
we returned $12.9 billion in cash to shareowners through $6.9 billion in dividends
and $6 billion in share repurchase.
We delivered commitments, but we know we can do better. We need to continue to
lead innovation, drive productivity, and improve execution in brand building, product
innovation, selling and sourcing. When we do, we will generate stronger sales growth
and more reliable value creation — profit and cash flow.
To accelerate performance improvement, we are taking an important strategic step
forward in the Company’s business and brand portfolio.
2
The Procter & Gamble Company
A Focused Company of Leading Brands
P&G will become a simpler, more focused Company of 70 to
80 brands, organized into about a dozen businesses and four
industry-based sectors. We will compete in businesses that are
structurally attractive and best leverage our core capabilities.
Within these businesses, we will focus on leading brands or
brands with leadership potential, marketed in the right countries
where the size of prize and probability of winning is highest,
with products that sell. We will discontinue or divest businesses,
brands, product lines, and unproductive products that are
structurally unattractive or that don’t fully play to our strengths.
Every brand we plan to keep is strategic, with the potential to
grow and deliver value creation. These core 70 to 80 brands are
leaders in their industries, businesses or segments. They offer
differentiated products and have a track record of growth and
value creation driven by product innovation and brand preference.
They generate nearly 90% of current P&G sales and more than
95% of current profit. They have grown sales one point faster,
with a higher profit margin than the balance of the Company
during the past three years. The 90 to 100 brands we plan to exit
have declining sales of −3%, declining profits of −16% and half
the average Company margin during the past three years.
This strategic step will focus our innovation efforts, brand
building, and supply network on fewer, more important brands.
It will focus our selling resources on brands that really matter to
consumers and retail customers, on businesses where we know
how to win. It will provide consumers with a better shopping
experience by simplifying shelf sets. It will improve service and
Joining Tide* and Ariel* in the unit dose laundry detergent
segment, one Gain Flings!* pac offers twice the cleaning
ingredients of one dose of original Gain liquid. Our unit
dose detergents span more than 50 countries worldwide,
with well over $1 billion in retail sales.
growth for retail customers. All of these outcomes will accelerate
growth and value creation.
We will create a faster growing, more profitable Company that
is far simpler to manage.
A Far More Productive Company
As a result of the Company’s strategic focus on leading brands,
we will accelerate and over-deliver the original $10 billion
productivity plan we announced in 2012. We see significant
savings potential ahead across all spending elements — cost of
goods sold, marketing spending, and overhead — for the next
several years.
In cost of goods sold, we are already achieving productivity
improvements beyond our original savings objectives. Better
manufacturing reliability and adherence to quality standards are
resulting in less raw material usage and reduced finished product
scrapping. Increasing localization of the supply chain is driving
savings in transportation and warehousing costs.
Earlier this year, we initiated what is probably the biggest
supply chain redesign in the Company’s history, starting in
North America. We’re moving from primarily single-category
production sites to fewer multi-category production plants.
We’re simplifying, standardizing and upgrading manufacturing
platforms for faster innovation, qualification and expansion,
and improved product quality.
We’re transforming our distribution network, starting with
North America. We’re moving from shipping products to retail
Head & Shoulders*, the world’s #1 selling shampoo, has been
a leader for over 60 years with products such as Classic Clean
shampoo and conditioner. This year, we introduced Fresh Scent
Technology, which delivers an enhanced sensorial experience
without compromising superior scalp and hair care efficacy.
We see significant
savings potential ahead
across all spending
elements — cost of goods
sold, marketing spending,
and overhead — for the
next several years.
customers from many different points — as if they were coming
from different companies — to consolidating shipping into fewer
distribution centers. These centers are located strategically closer
to customers and key population centers in the U.S., enabling
about 80% of the business to be within one day or less of the
store shelf and the shopper. This will allow both P&G and our
customers to optimize inventory levels while improving service
and product availability for consumers.
To manage and operate this simpler brand portfolio, we have
made several important organization design choices — four
industry-based sectors; streamlining business units and selling
operations; recombining four brand building functions into one;
and reducing hierarchy, with all of the business unit and selling
Pampers* continues to upgrade the comfort, absorbency and
design of its line-up. Pampers Swaddlers — the #1 choice† of
hospitals — recently expanded into sizes 4, 5 and 6, and now
holds a 10% value share of the U.S. diaper category.
†
Based on sales of newborn hospital diapers
3
operations leaders reporting to the CEO. Each of these changes
reduces complexity, and creates clearer accountability for
performance and results. We’re just beginning to benefit from
the productivity opportunities that these organization changes
create. We’ve reduced roles by 16% — more than 50% above the
original objective, and two years sooner than planned. This is
strong progress, and we see more opportunity ahead.
We’re starting to improve marketing efficiency and effectiveness
through an optimized media mix with more digital, mobile,
search and social presence, improved message clarity and
greater savings in non-media spending. We believe we have
more opportunity to improve marketing efficiency — in both
media and non-media areas — while increasing overall marketing
effectiveness and improving sales growth.
A Company Driven by Innovation
When we get brand and product innovation right, source and
sell brands and products effectively and efficiently, we grow and
drive meaningful value creation. We generate higher sales and
profit per unit, which enables us to capture a greater share of
the value — profit and cash — where we choose to compete.
It is this share of value — the share of profit generated in a
category — that we want to capture. We have about a 60% share
of U.S. laundry market sales, but earn approximately 85% of the
profit and cash generated in the category. We have a nearly 70%
share of blades and razors sales globally — and a 90% share of
value or profit. We earn a higher share of profit as a direct result
of our innovation-focused business strategy and business models.
Gillette* is once again changing the face of shaving with
Gillette Fusion ProGlide* with FlexBall* Technology, which allows
each cartridge to make maximum contact over contours† and get virtually
every hair — addressing a top shaving need mentioned by 8 out of 10 men.
†
vs. Fusion
4
We are consumer led. Their needs and wants come first. We meet
those needs with differentiated brands and better-performing
products — priced to deliver real and perceived consumer value.
In all four industry sectors and in most of our businesses, there is
as much, and often more, sales growth and value creation —
profit and cash — in the premium and super-premium segments.
We’ve been very successful in these segments.
In the grooming market, premium products generate about 43%
of sales. Gillette has an 88% share of this segment. Four years ago,
we introduced Fusion ProGlide, priced at the higher end of the
premium segment. Fusion grew global share for 31 consecutive
quarters, reaching $1 billion in sales faster than any other P&G
brand in history. Last month, we launched the newest product in
the Fusion line-up — Fusion ProGlide with FlexBall* Technology,
the first razor designed to respond to the contours of a man’s
face, maintaining maximum contact and delivering a closer, more
complete and comfortable shave. Men prefer this new razor
2-to-1 versus the best-selling razor in the world — our own Fusion
ProGlide. FlexBall is off to a very good start, and appears to be
revitalizing consumer interest in the category, driving an increase
in U.S. male razor market sales, and acceleration in Gillette’s
sales and shares.
Crest 3D White*, a premium oral care regimen, was also launched
in the U.S. and has grown market share for 17 consecutive quarters.
On its own worldwide, 3D White is a billion-dollar business.
3D White has also been an important driver of toothpaste market
share growth in developing or emerging markets, for example,
adding about a point-and-a-half share in Brazil and one point in
Mexico last year. We recently launched 3D White in Europe,
Introduced in the U.K. in July 2014 and North America in
August 2014, Always Discreet* marks our significant entry
into the Adult Incontinence category — revolutionizing
the way women manage sensitive bladders.
P&G launched seven of the top 10 most successful non-food products
of the year in the U.S. (Source: 2013 IRI New Product Pacesetters list)
driving category growth in a region where many other
categories are declining. Following the 3D White launch, we
introduced Crest 3D White Luxe* toothpaste and Whitestrips*.
The Luxe Glamorous White* toothpaste removes up to 90%
of surface stains on teeth in just five days and protects against
future stains with our proprietary WHITELOCK* technology.
The Whitestrips with FlexFit* Technology stretch and mold to
your teeth for a completely custom fit.
Tide, Gain and Ariel three-chamber unit dose laundry detergents
have been an innovation breakthrough in the laundry detergent
category — resetting the bar for delightful consumer usage
experience, product performance and convenience. Tide PODS*
are priced at a 20% premium to liquid Tide and have grown to
more than 7% of the laundry category. In March, we launched
Gain Flings!* — priced at a 60% per use premium to Gain liquid
detergent. Combined, Tide PODS and Gain Flings! now hold more
The manliest grooming brand is also the smartest.
Old Spice Re-Fresh* Body Spray’s unique Re-Fresh Technology
releases bursts of fragrance throughout the day, giving guys
superior freshness when they need it most.
than a 10% value share of the U.S. laundry category and over
80% of the unit dose segment. We now offer this innovative
product form in over 50 countries.
We are creating
a new P&G — a Company
that will grow sales faster
and more sustainably,
will create value more
reliably, and will be far
simpler to manage.
We are currently entering the female Adult Incontinence category.
This is an attractive $7 billion category worldwide, growing at
an annual rate of 7%. We’re entering the category with superior
products that deliver significant consumer benefit advantages
from Always, a brand that women trust and prefer. We began
shipments of Always Discreet in the U.K. last month, and will start
shipments in North America and France this month.
We are setting the brand and product innovation agenda in our
industry. When we do this well, we build consumer preference
for our brands, extend our brands’ competitive advantage, grow
sales and market share cumulatively over time, and capture a
larger share of category value — profit and cash.
A New P&G
In summary, we delivered commitments in fiscal year 2014, and
we are taking an important strategic step forward by focusing
the Company’s business and brand portfolio to accelerate
performance. All of this will take time to execute, and the pace
will be driven by our ability to create the most value for consumers
and shareowners.
In effect, we are creating a new P&G. We will win consistently
with 70 to 80 leading brands organized into about a dozen
businesses in four industries marketed in the right countries with
products that sell. We will create value through consumerpreferred brands and products that win at the zero, first and
Metamucil* is launching a new family of products named Meta*,
with a range of forms and wellness benefits — Metamucil,
Meta Health Bars with psyllium fiber and MetaBiotic*, a 2-in-1 probiotic
supplement. To learn more about our new consumer-significant,
clinically proven benefits, visit metawellness.com.
second moments of truth. The new P&G will grow sales faster
and more sustainably, and create value — profit and cash —
more reliably for P&G shareowners.
A.G. Lafley
Chairman of the Board, President and Chief Executive Officer
Available at U.S. retailers in September 2014,
Crest Sensi-Stop* Strips is a revolutionary way to get tooth
sensitivity relief. One strip applied for 10 minutes provides
immediate relief and up to one month of protection.
5
6
P&G — A Company of Leading Brands
P&G has 23 brands with annual sales of $1 billion to more than $10 billion, and 14 with sales of
$500 million to $1 billion — many of those with billion-dollar potential. Nearly all of our 23 billion-dollar
brands and the vast majority of our $500 million to $1 billion brands hold the number one or two
position in their category or segment, and they all have significant growth and value creation potential.
Baby, Feminine and Family Care
Fabric and Home Care
Beauty
Health and Grooming
7
8
P&G is a company generating $83 billion in annual sales, with brands
and categories organized in four industry-based sectors.
BABY, FEMININE AND FAMILY CARE
BEAUTY
Baby Care
Beauty Care
CATEGORIES: Antiperspirant and
Deodorant, Cosmetics, Personal
Cleansing, Skin Care
CATEGORIES:
Diapers & Pants,
Baby Wipes
Family Care
CATEGORIES: Paper Towels,
Tissues, Toilet Paper
Feminine Care
CATEGORIES: Adult Incontinence,
Feminine Care
Home Care
CATEGORIES: Air Care, Dish Care,
Surface Care, P&G Professional
CATEGORIES:
Prestige
HEALTH AND GROOMING
Personal Power
CATEGORIES: Batteries
Personal Health Care
CATEGORIES: Gastrointestinal,
Rapid Diagnostics, Respiratory,
Vitamins / Minerals / Supplements,
Other Personal Health Care
Oral Care
CATEGORIES: Toothbrush,
Toothpaste, Other Oral Care
We take our portfolio of brands to consumers through
five regional Selling and Market Operations.
Asia
Europe
Latin America
North America
India, Middle East
and Africa (IMEA)
Salon Professional
CATEGORIES: Salon Professional
Prestige
FABRIC AND HOME CARE
Fabric Care
CATEGORIES: Fabric Enhancers,
Laundry Additives, Laundry
Detergents
Hair Care and Color
Hair Care, Hair Color
CATEGORIES:
Shave Care
CATEGORIES: Electronic Hair
Removal, Female Blades & Razors,
Male Blades & Razors, Pre/Post
Shave, Other Shave Care
Form 10-K Index
Part I
Page
Item 1.
Business
11
Item 1A.
Risk Factors
12
Item 1B.
Unresolved Staff Comments
16
Item 2.
Properties
16
Item 3.
Legal Proceedings
16
Item 4.
Mine Safety Disclosure
16
Part II
Item 5.
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
19
Item 6.
Selected Financial Data
21
Item 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations
22
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
43
Item 8.
Financial Statements and Supplementary Data
Management's Reports and Reports of Independent Registered Public Accounting Firm
44
Consolidated Statements of Earnings
47
Consolidated Statements of Comprehensive Income
48
Consolidated Balance Sheets
49
Consolidated Statements of Shareholders' Equity
50
Consolidated Statements of Cash Flows
51
Notes to Consolidated Financial Statements
52
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
77
Item 9A.
Controls and Procedures
77
Item 9B.
Other Information
77
Part III
Item 10.
Directors, Executive Officers and Corporate Governance
78
Item 11.
Executive Compensation
78
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 78
Item 13.
Certain Relationships and Related Transactions and Director Independence
80
Item 14.
Principal Accountant Fees and Services
80
Part IV
Item 15.
Exhibits and Financial Statement Schedules
80
9
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
[x]
(Mark one)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended June 30, 2014
[]
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the transition period from
to
Commission File No. 1-434
THE PROCTER & GAMBLE COMPANY
One Procter & Gamble Plaza, Cincinnati, Ohio 45202
Telephone (513) 983-1100
IRS Employer Identification No. 31-0411980
State of Incorporation: Ohio
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock, without Par Value
Name of each exchange on which registered
New York Stock Exchange, NYSE Euronext-Paris
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes
No
No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
No
and (2) has been subject to such filing requirements for the past 90 days. Yes
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
No
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller
reporting company (as defined in Rule 12b-2 of the Exchange Act).
Accelerated filer
Non-accelerated filer
Smaller reporting company
Large accelerated filer
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
No
The aggregate market value of the voting stock held by non-affiliates amounted to $221 billion on December 31, 2013.
There were 2,707,652,337 shares of Common Stock outstanding as of July 31, 2014.
Documents Incorporated by Reference
Portions of the Proxy Statement for the 2014 Annual Meeting of Shareholders which will be filed within one hundred and twenty days
of the fiscal year ended June 30, 2014 (2014 Proxy Statement) are incorporated by reference into Part III of this report to the extent
described herein.
11
PART I
Item 1. Business.
Additional information required by this item is incorporated
herein by reference to Management's Discussion and
Analysis (MD&A); Note 1 to our Consolidated Financial
Statements and Note 12 to our Consolidated Financial
Statements. Unless the context indicates otherwise, the terms
the "Company," "P&G," "we," "our" or "us" as used herein
refer to The Procter & Gamble Company (the registrant) and
its subsidiaries.
The Procter & Gamble Company is focused on providing
branded consumer packaged goods of superior quality and
value to improve the lives of the world's consumers. The
Company was incorporated in Ohio in 1905, having been
built from a business founded in 1837 by William Procter
and James Gamble. Today, we sell our products in more than
180 countries and territories.
Throughout this Form 10-K, we incorporate by reference
information from other documents filed with the Securities
and Exchange Commission (SEC).
The Company's annual report on Form 10-K, quarterly
reports on Form 10-Q and current reports on Form 8-K, and
amendments thereto, are filed electronically with the SEC.
The SEC maintains an internet site that contains these
reports at: www.sec.gov. You can also access these reports
through links from our website at: www.pg.com/investors.
Copies of these reports are also available, without charge, by
contacting Computershare Inc., 250 Royall Street, Canton,
MA 02021.
Financial Information about Segments
As of June 30, 2014, the Company has five reportable
segments under U.S. GAAP: Beauty; Grooming; Health
Care; Fabric Care and Home Care; and Baby, Feminine and
Family Care. Many of the factors necessary for
understanding these businesses are similar. Operating
margins of the individual businesses vary due to the nature
of materials and processes used to manufacture the products,
the capital intensity of the businesses and differences in
selling, general and administrative expenses as a percentage
of net sales. Net sales growth by business is also expected to
vary slightly due to the underlying growth of the markets
and product categories in which they operate. While none of
our reportable segments are highly seasonal, components
within certain reportable segments, such as Batteries (Fabric
Care and Home Care), Appliances (Grooming) and Prestige
Fragrances (Beauty) are seasonal. In addition, anticipation
or occurrence of natural disasters, such as hurricanes, can
drive unusually high demand for batteries.
Additional information about our reportable segments can be
found in MD&A and Note 12 to our Consolidated Financial
Statements.
Narrative Description of Business
Business Model. Our business model relies on the
continued growth and success of existing brands and
products, as well as the creation of new products. The
markets and industry segments in which we offer our
products are highly competitive. Our products are sold in
more than 180 countries and territories around the world
primarily through mass merchandisers, grocery stores,
membership club stores, drug stores, department stores,
salons, e-commerce and high-frequency stores. We utilize
our superior marketing and online presence to win with
consumers at the "zero moment of truth" - when they are
searching for information about a brand or product. We
work collaboratively with our customers to improve the instore presence of our products and win the "first moment of
truth" - when a consumer is shopping in the store. We must
also win the "second moment of truth" - when a consumer
uses the product, evaluates how well it met his or her
expectations and decides whether it was a good value. We
believe we must continue to provide new, innovative
products and branding to the consumer in order to grow our
business. Research and product development activities,
designed to enable sustained organic growth, continued to
carry a high priority during the past fiscal year. While many
of the benefits from these efforts will not be realized until
future years, we believe these activities demonstrate our
commitment to future growth.
Key Product Categories. Information on key product
categories can be found in Note 12 to our Consolidated
Financial Statements.
Key Customers. Our customers include mass
merchandisers, grocery stores, membership club stores, drug
stores, department stores, salons, distributors, e-commerce
and high-frequency stores. Sales to Wal-Mart Stores, Inc.
and its affiliates represent approximately 14% of our total
revenue in 2014, 2013 and 2012. No other customer
represents more than 10% of our net sales. Our top ten
customers account for approximately 30% of our total unit
volume in 2014 and 2013 and 31% of our total unit volume
in 2012. The nature of our business results in no material
backlog orders or contracts with the government. We
believe our practices related to working capital items for
customers and suppliers are consistent with the industry
segments in which we compete.
Sources and Availability of Materials. Almost all of the
raw and packaging materials used by the Company are
purchased from others, some of which are single-source
suppliers. We produce certain raw materials, primarily
chemicals, for further use in the manufacturing process. In
addition, fuel, natural gas and derivative products are
important commodities consumed in our manufacturing
process and in the distribution of input materials and finished
12
product to customers. The prices we pay for materials and
other commodities are subject to fluctuation. When prices
for these items change, we may or may not pass the change
to our customers. The Company purchases a substantial
variety of other raw and packaging materials, none of which
is material to our business taken as a whole.
Trademarks and Patents. We own or have licenses under
patents and registered trademarks which are used in
connection with our activity in all businesses. Some of these
patents or licenses cover significant product formulation and
processes used to manufacture our products. The trademarks
are important to the overall marketing and branding of our
products. All major products and trademarks in each
business are registered. In part, our success can be attributed
to the existence and continued protection of these
trademarks, patents and licenses.
Competitive Condition. The markets in which our products
are sold are highly competitive. Our products compete
against similar products of many large and small companies,
including well-known global competitors. In many of the
markets and industry segments in which we sell our
products, we compete against other branded products as well
as retailers' private-label brands. We are well positioned in
the industry segments and markets in which we operate,
often holding a leadership or significant market share
position. We support our products with advertising,
promotions and other marketing vehicles to build awareness
and trial of our brands and products in conjunction with an
extensive sales force. We believe this combination provides
the most efficient method of marketing for these types of
products. Product quality, performance, value and packaging
are also important differentiating factors.
Research and Development Expenditures. Research and
development expenditures enable us to develop technologies
and obtain patents across all categories in order to meet the
needs and improve the lives of our consumers. Total
research and development expenses were $2.0 billion in
2014, 2013 and 2012.
Expenditures for Environmental Compliance.
Expenditures for compliance with federal, state and local
environmental laws and regulations are fairly consistent
from year to year and are not material to the Company. No
material change is expected in fiscal year 2015.
Employees. Total number of employees is an estimate of
total Company employees excluding interns, co-ops and
employees of joint ventures. The number of employees
includes manufacturing and non-manufacturing employees.
A discussion of progress on non-manufacturing enrollment
objectives is included in Note 3 to our Consolidated
Financial Statements. Historical numbers include employees
of discontinued operations.
Total Number of Employees
2014
118,000
2013
121,000
2012
126,000
2011
129,000
2010
127,000
2009
132,000
Financial Information about Foreign and Domestic
Operations
Net sales in the U.S. account for approximately 35% of total
net sales. No other individual country exceeds 10% of total
net sales. Operations outside the U.S. are generally
characterized by the same conditions discussed in the
description of the business above and may be affected by
additional factors including changing currency values,
different rates of inflation, economic growth and political
and economic uncertainties and disruptions. Our sales by
geography for the fiscal years ended June 30 were as
follows:
North America
(1)
2014
2013
2012
39%
39%
39%
Western Europe
18%
18%
19%
Asia
18%
18%
18%
15%
15%
14%
10%
10%
10%
CEEMEA
(2)
Latin America
(1)
(2)
North America includes results for the United States and
Canada only.
CEEMEA includes Central and Eastern Europe, Middle East
and Africa.
Net sales and total assets in the United States and
internationally were as follows (in billions):
United States
International
Net Sales (for the years ended June 30)
2014
$29.4
$53.7
2013
$29.2
$53.4
2012
$28.4
$53.6
2014
$68.8
$75.5
2013
$68.3
$71.0
2012
$68.0
$64.2
Total Assets (June 30)
Item 1A. Risk Factors.
We discuss our expectations regarding future performance,
events and outcomes, such as our business outlook and
objectives in this Form 10-K, quarterly reports, press
releases and other written and oral communications. All
statements, except for historical and present factual
information, are “forward-looking statements” and are based
on financial data and business plans available only as of the
time the statements are made, which may become outdated
or incomplete. We assume no obligation to update any
forward-looking statements as a result of new information,
future events, or other factors. Forward-looking statements
are inherently uncertain and investors must recognize that
events could significantly differ from our expectations.
The following discussion of “risk factors” identifies the most
significant factors that may adversely affect our business,
operations, financial position or future financial
performance. This information should be read in
conjunction with MD&A and the Consolidated Financial
Statements and related Notes incorporated in this report.
The following discussion of risks is not all inclusive, but is
designed to highlight what we believe are important factors
to consider when evaluating our expectations. These factors
could cause our future results to differ from those in the
forward-looking statements and from historical trends.
A change in consumer demand for our products and/or
lack of market growth could have a significant impact on
our business.
We are a consumer products company and rely on continued
global demand for our brands and products. To achieve
business goals, we must develop and sell products that
appeal to consumers. This is dependent on a number of
factors, including our ability to develop effective sales,
advertising and marketing programs. We expect to achieve
our financial targets, in part, by focusing on the most
profitable businesses, biggest innovations and most
important emerging markets. We also expect to achieve our
financial targets, in part, by achieving disproportionate
growth in developing regions. If demand for our products
and/or market growth rates, in either developed or
developing markets, falls substantially below expected levels
or our market share declines significantly in these
businesses, our volume, and consequently our results, could
be negatively impacted. This could occur due to, among
other things, unforeseen negative economic or political
events, unexpected changes in consumer trends and habits or
negative consumer responses to pricing actions.
The ability to achieve our business objectives is
dependent on how well we can compete with our local
and global competitors in new and existing markets and
channels.
The consumer products industry is highly competitive.
Across all of our categories, we compete against a wide
variety of global and local competitors. As a result, there are
ongoing competitive pressures in the environments in which
we operate, as well as challenges in maintaining profit
margins. This includes, among other things, increasing
competition from mid- and lower-tier value products in both
developed and developing markets. To address these
challenges, we must be able to successfully respond to
competitive factors, including pricing, promotional
incentives and trade terms. In addition, the emergence of
new sales channels may affect customer and consumer
preferences, as well as market dynamics. Failure to
13
effectively compete in these new channels could negatively
impact results.
Our ability to meet our growth targets depends on
successful product, marketing and operations innovation
and our ability to successfully respond to competitive
innovation.
Achieving our business results depends, in part, on the
successful development, introduction and marketing of new
products and improvements to our equipment and
manufacturing processes. Successful innovation depends on
our ability to correctly anticipate customer and consumer
acceptance, to obtain and maintain necessary intellectual
property protections and to avoid infringing the intellectual
property rights of others. We must also be able to
successfully respond to technological advances made by
competitors and intellectual property rights granted to
competitors. Failure to do so could compromise our
competitive position and impact our results.
Our businesses face cost fluctuations and pressures that
could affect our business results.
Our costs are subject to fluctuations, particularly due to
changes in commodity prices, raw materials, labor costs,
energy costs, pension and healthcare costs and foreign
exchange and interest rates. Therefore, our success is
dependent, in part, on our continued ability to manage these
fluctuations through pricing actions, cost saving projects and
sourcing decisions, while maintaining and improving
margins and market share. In addition, our financial
projections include cost savings described in our announced
productivity plan. Failure to deliver these savings could
adversely impact our results.
We face risks that are inherent in global manufacturing
that could negatively impact our business results.
We need to maintain key manufacturing and supply
arrangements, including any key sole supplier and sole
manufacturing plant arrangements, to achieve our cost
targets. While we have business continuity and contingency
plans for key manufacturing sites and the supply of raw
materials, it may be impracticable to have a sufficient
alternative source, particularly when the input materials are
in limited supply. In addition, our strategy for global growth
includes increased presence in emerging markets. Some
emerging markets have greater political volatility and greater
vulnerability to infrastructure and labor disruptions than
established markets. Any significant disruption of
manufacturing, such as labor disputes, loss or impairment of
key manufacturing sites, natural disasters, acts of war or
terrorism and other external factors over which we have no
control, could interrupt product supply and, if not remedied,
have an adverse impact on our business.
14
We rely on third parties in many aspect our business,
which creates additional risk.
MD&A and Note 5 to our Consolidated Financial
Statements.
Due to the scale and scope of our business, we must rely on
relationships with third parties for certain functions, such as
our suppliers, distributors, contractors, joint venture partners
or external business partners. While we have policies and
procedures for managing these relationships, they inherently
involve a lesser degree of control over business operations,
governance and compliance, thereby potentially increasing
our financial, legal, reputational and/or operational risk.
We face risks related to changes in the global and
political economic environment, including the global
capital and credit markets.
We face risks associated with having significant
international operations.
We are a global company, with manufacturing operations in
more than 40 countries and a significant portion of our
revenue outside the U.S. Our international operations are
subject to a number of risks, including, but not limited to:
•
•
•
•
•
•
•
•
•
compliance with U.S. laws affecting operations outside
of the United States, such as the Foreign Corrupt
Practices Act;
compliance with a variety of local regulations and laws;
changes in tax laws and the interpretation of those laws;
changes in exchange controls and other limits on our
ability to repatriate earnings from overseas;
discriminatory or conflicting fiscal policies;
difficulties enforcing intellectual property and
contractual rights in certain jurisdictions;
risk of uncollectible accounts and longer collection
cycles;
effective and immediate implementation of control
environment processes across our diverse operations and
employee base; and
imposition of increased or new tariffs, quotas, trade
barriers or similar restrictions on our sales outside the
U.S.
We have sizable businesses and maintain local currency cash
balances in a number of foreign countries with exchange,
import authorization or pricing controls, including, but not
limited to, Venezuela, Argentina, China, India and Egypt.
Our results of operations and/or financial condition could be
adversely impacted if we are unable to successfully manage
these and other risks of international operations in an
increasingly volatile environment.
Fluctuations in exchange rates may have an adverse
impact on our business results or financial condition.
We hold assets and incur liabilities, earn revenues and pay
expenses in a variety of currencies other than the U.S. dollar.
Because our consolidated financial statements are presented
in U.S. dollars, the financial statements of our subsidiaries
outside the U.S. are translated into U.S. dollars. Our
operations outside of the U.S. generate a significant portion
of our net revenue. Fluctuations in exchange rates may
therefore adversely impact our business results or financial
condition. See also the Results of Operations and Cash
Flow, Financial Condition and Liquidity sections of the
Our business is impacted by global economic conditions,
which continue to be volatile. Our products are sold in more
than 180 countries and territories around the world. If the
global economy experiences significant disruptions, our
business could be negatively impacted by reduced demand
for our products related to: a slow-down in the general
economy; supplier, vendor or customer disruptions resulting
from tighter credit markets; and/or temporary interruptions
in our ability to conduct day-to-day transactions through our
financial intermediaries involving the payment to or
collection of funds from our customers, vendors and
suppliers.
Our objective is to maintain credit ratings that provide us
with ready access to global capital and credit markets. Any
downgrade of our current credit ratings by a credit rating
agency could increase our future borrowing costs and impair
our ability to access capital and credit markets on terms
commercially acceptable to us.
We could also be negatively impacted by political issues or
crises in individual countries or regions, including sovereign
risk related to a default by or deterioration in the credit
worthiness of local governments. For example, we could be
adversely impacted by instability in the banking and
governmental sectors of certain countries in the European
Union or the dynamics associated with the federal and state
debt and budget challenges in the U.S.
Consequently, our success will depend, in part, on our ability
to manage continued global and/or economic uncertainty,
especially in our significant geographies, as well as any
political or economic disruption. These risks could
negatively impact our overall liquidity and financing costs,
as well as our ability to collect receipts due from
governments, including refunds of value added taxes, and/or
create significant credit risks relative to our local customers
and depository institutions.
If the reputation of the Company or one or more of our
brands erodes significantly, it could have a material
impact on our financial results.
The Company's reputation is the foundation of our
relationships with key stakeholders and other constituencies,
such as customers and suppliers. In addition, many of our
brands have worldwide recognition. This recognition is the
result of the large investments we have made in our products
over many years. The quality and safety of our products is
critical to our business. Our Company also devotes
significant time and resources to programs that are consistent
with our corporate values and are designed to protect and
preserve our reputation, such as social responsibility and
environmental sustainability. If we are unable to effectively
manage real or perceived issues, including concerns about
safety, quality, efficacy or similar matters, sentiments toward
the Company or our products could be negatively impacted;
our ability to operate freely could be impaired and our
financial results could suffer. Our financial success is
directly dependent on the success of our brands and the
success of these brands can suffer if our marketing plans or
product initiatives do not have the desired impact on a
brand's image or its ability to attract consumers. Our results
could also be negatively impacted if one of our brands
suffers a substantial impediment to its reputation due to a
significant product recall, product-related litigation,
allegations of product tampering or the distribution and sale
of counterfeit products. Widespread use of social media and
networking sites by consumers has greatly increased the
speed and accessibility of information dissemination.
Negative or inaccurate postings or comments about the
Company could generate adverse publicity that could
damage the reputation of our brands. In addition, given the
association of our individual products with the Company, an
issue with one of our products could negatively affect the
reputation of our other products, or the Company as a whole,
thereby potentially hurting results.
Our ability to successfully manage ongoing
organizational change could impact our business results.
Our financial targets assume a consistent level of
productivity improvement. If we are unable to deliver
expected productivity improvements, while continuing to
invest in business growth, our financial results could be
adversely impacted. We continue to execute a number of
significant business and organizational changes, including
acquisitions, divestitures and workforce optimization
projects to support our growth strategies. We expect these
types of changes, which may include many staffing
adjustments as well as employee departures, to continue for
the foreseeable future. Successfully managing these
changes, including retention of particularly key employees,
is critical to our business success. We are generally a buildfrom-within company and our success is dependent on
identifying, developing and retaining key employees to
provide uninterrupted leadership and direction for our
business. This includes developing and retaining
organizational capabilities in key growth markets where the
depth of skilled or experienced employees may be limited
and competition for these resources is intense.
Our ability to successfully manage ongoing acquisition,
joint venture and divestiture activities could impact our
business results.
As a company that manages a portfolio of consumer brands,
our ongoing business model involves a certain level of
acquisition, joint venture and divestiture activities. We must
be able to successfully manage the impacts of these
activities, while at the same time delivering against our
business objectives. Specifically, our financial results could
be adversely impacted if: 1) changes in the cash flows or
other market-based assumptions cause the value of acquired
15
assets to fall below book value, 2) we are unable to offset the
dilutive impacts from the loss of revenue associated with
divested brands, or 3) we are not able to deliver the expected
cost and growth synergies associated with our acquisitions
and joint ventures, which could also have an impact on
goodwill and intangible assets.
Our business is subject to changes in legislation,
regulation and enforcement, and our ability to manage
and resolve pending legal matters in the U.S. and abroad.
Changes in laws, regulations and related interpretations,
including changes in accounting standards, taxation
requirements and increased enforcement actions and
penalties may alter the environment in which we do
business. The increasingly complex and rapidly changing
legal and regulatory environment creates additional
challenges for our ethics and compliance programs. Our
ability to continue to meet these challenges could have an
impact on our legal, reputational and business risk.
As a U.S.-based multinational company, we are subject to
tax regulations in the U.S. and multiple foreign jurisdictions,
some of which are interdependent. For example, certain
income that is earned and taxed in countries outside the U.S.
is not taxed in the U.S., provided those earnings are
indefinitely reinvested outside the U.S. If these or other tax
regulations should change, our financial results could be
impacted. For example, there are increasing calls in the U.S.
from members of leadership in both major U.S. political
parties for “comprehensive tax reform” which may
significantly change the income tax rules that are applicable
to U.S. domiciled corporations, such as P&G. It is very
difficult to assess whether the overall effect of such potential
legislation would be cumulatively positive or negative for
our earnings and cash flows, but such changes could
significantly impact our financial results.
Our ability to manage regulatory, environmental, tax
(including, but not limited to, any audits or other
investigations) and legal matters (including, but not limited
to, product liability, patent and other intellectual property
matters) and to resolve pending legal matters without
significant liability may materially impact our results of
operations and financial position. Furthermore, if pending
legal matters, including the competition law and antitrust
investigations described in Note 11 to our Consolidated
Financial Statements, result in fines or costs in excess of the
amounts accrued to date, that could materially impact our
results of operations and financial position.
A significant change in customer relationships or in
customer demand for our products could have a
significant impact on our business.
We sell most of our products via retail customers, which
consist of mass merchandisers, grocery stores, membership
club stores, drug stores, department stores, salons,
distributors, e-commerce and high-frequency stores. Our
success is dependent on our ability to successfully manage
relationships with our retail trade customers. This includes
16
our ability to offer trade terms that are acceptable to our
customers and are aligned with our pricing and profitability
targets. Our business could suffer if we cannot reach
agreement with a key customer based on our trade terms and
principles. Our business would be negatively impacted if a
key customer were to significantly reduce the inventory level
of our products or experience a significant business
disruption.
Consolidation among our retail customers could also create
significant cost and margin pressure and lead to more
complexity across broader geographic boundaries for both us
and our key retailers. This would be particularly challenging
if major customers are addressing local trade pressures, local
law and regulation changes or financial distress.
A breach of information security, including a
cybersecurity breach or failure of one or more key
information technology systems, networks, processes,
associated sites or service providers could have a
material adverse impact on our business or reputation.
We rely extensively on information technology (IT) systems,
networks and services, including internet sites, data hosting
and processing facilities and tools and other hardware,
software and technical applications and platforms, some of
which are managed, hosted, provided and/or used by thirdparties or their vendors, to assist in conducting our business.
The various uses of these IT systems, networks and services
include, but are not limited to:
•
•
•
•
•
•
•
•
•
•
•
ordering and managing materials from suppliers;
converting materials to finished products;
shipping products to customers;
marketing and selling products to consumers;
collecting and storing customer, consumer, employee,
investor and other stakeholder information and personal
data;
processing transactions;
summarizing and reporting results of operations;
hosting, processing and sharing confidential and
proprietary research, business plans and financial
information;
complying with regulatory, legal or tax requirements;
providing data security; and
handling other processes necessary to manage our
business.
Numerous and evolving cybersecurity threats, including
advanced persistent threats, pose a potential risk to the
security of our IT systems, networks and services, as well as
the confidentiality, availability and integrity of our data. The
Company has made investments seeking to address these
threats, including monitoring of networks and systems,
employee training and security policies for the Company and
its third-party providers. However, because the techniques
used in these attacks change frequently and may be difficult
to detect for periods of time, we may face difficulties in
anticipating and implementing adequate preventative
measures. If the IT systems, networks or service providers
we rely upon fail to function properly, or if we or one of our
third-party providers suffer a loss or disclosure of our
business or stakeholder information, due to any number of
causes, ranging from catastrophic events or power outages to
improper data handling or security breaches, and our
business continuity plans do not effectively address these
failures on a timely basis, we may be exposed to
reputational, competitive and business harm as well as
litigation and regulatory action. The costs and operational
consequences of responding to breaches and implementing
remediation measures could be significant.
Item 1B. Unresolved Staff Comments.
None.
Item 2. Properties.
In the U.S., we own and operate 32 manufacturing sites
located in 22 different states or territories. In addition, we
own and operate 105 manufacturing sites in 40 other
countries. Many of the domestic and international sites
manufacture products for multiple businesses. Beauty
products are manufactured at 42 of these locations;
Grooming products at 16; Fabric Care and Home Care
products at 53; Baby, Feminine and Family Care products at
48; and Health Care products at 21. Management believes
that the Company's production facilities are adequate to
support the business and that the properties and equipment
have been well maintained.
Item 3. Legal Proceedings.
The Company is subject, from time to time, to certain legal
proceedings and claims arising out of our business, which
cover a wide range of matters, including antitrust and trade
regulation, product liability, advertising, contracts,
environmental issues, patent and trademark matters, labor
and employment matters and tax. See Note 11 to our
Consolidated Financial Statements for information on certain
legal proceedings for which there are contingencies.
This item should be read in conjunction with the Company's
Risk Factors in Part I, Item 1A for additional information.
Item 4. Mine Safety Disclosure.
Not Applicable.
17
Executive Officers of the Registrant
The names, ages and positions held by the Executive Officers of the Company on August 8, 2014, are:
Name
A. G. Lafley
Position
Chairman of the Board, President and
Director since May 23, 2013
Jon Moeller
Age
First Elected to
Officer Position
67
2013
Chief Financial Officer
50
2009
Giovanni Ciserani
Group President - Global Fabric and Home Care
52
2013
Mary Lynn Ferguson-McHugh
Group President - Europe
54
2014
Melanie Healey
Group President - North America
53
2013
Deborah A. Henretta
Group President - Global Beauty
53
2013
Martin Riant
Group President - Global Baby, Feminine and Family Care
55
2013
David Taylor
Group President - Global Health and Grooming
56
2013
Filippo Passerini
Group President - Global Business Services and
Chief Information Officer
57
2003
Mark Biegger
Chief Human Resources Officer
52
2012
Linda Clement-Holmes
Global Information & Decision Solutions Officer
52
2014
Tarek Farahat
President - Latin America
50
2014
Kathleen B. Fish
Chief Technology Officer
57
2014
Hatsunori Kiriyama
President - Asia
51
2014
Deborah P. Majoras
Chief Legal Officer and Secretary
50
2010
Marc S. Pritchard
Global Brand Building Officer
54
2008
Mohamed Samir
President - India, Middle East and Africa
47
2014
Valarie Sheppard
Senior Vice President, Comptroller & Treasurer
50
2005
Yannis Skoufalos
Global Product Supply Officer
57
2011
Shannan Stevenson
President - Greater China
49
2014
Carolyn M. Tastad
Global Customer Business Development Officer
53
2014
18
All the Executive Officers named above, excluding Mr. Lafley, have been employed by the Company for more than the past five
years. Mr. Lafley is Chairman of the Board, President and Chief Executive Officer of the Company and was reappointed to this
position on May 23, 2013. Mr. Lafley originally joined the Company in 1977 and held positions of increasing responsibility, in
the U.S. and internationally, until he was elected President and Chief Executive Officer in 2000, a position he held until June 30,
2009. On July 1, 2002, Mr. Lafley was elected Chairman of the Board, a position he held until January 2010, at which time he
retired from the Company. During the past five years, in addition to his roles as a Company employee, Mr. Lafley served as a
consultant to the Company and as a member of the boards of directors of public companies Dell, Inc. and General Electric Company.
He no longer serves on these boards. After his initial retirement from the Company in 2010, he served as a Senior Advisor at
Clayton, Dubilier & Rice, LLC, a private equity partnership, and was appointed by President Obama to serve on The President's
Council on Jobs and Competitiveness. Mr. Lafley consulted with a number of Fortune 50 companies on business and innovation
strategy. He also advised on CEO succession and executive leadership development, and coached experienced, new and potential
CEOs. He currently serves on the board of directors of Legendary Pictures, LLC (a film production company).
19
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
ISSUER PURCHASES OF EQUITY SECURITIES
Total Number of
Shares Purchased (1)
Average Price
Paid per Share (2)
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs (3)
4/1/2014 - 4/30/2014
6,180,000
$80.90
6,180,000
(3)
5/1/2014 - 5/31/2014
—
—
—
(3)
6/1/2014 - 6/30/2014
—
—
—
(3)
Period
Approximate Dollar Value of
Shares That May Yet be
Purchased Under our Share
Repurchase Program (3)
(1) The total number of shares purchased was 6,180,000 for the quarter. All transactions were made in the open market with large
financial institutions. This table excludes shares withheld from employees to satisfy minimum tax withholding requirements on option
exercises and other equity-based transactions. The Company administers cashless exercises through an independent third party and
does not repurchase stock in connection with cashless exercises.
(2) Average price paid per share is calculated on a settlement basis and excludes commission.
(3) On April 23, 2014, the Company stated that fiscal year 2014 share repurchases to reduce Company shares outstanding were estimated
to be approximately $6 billion. This does not include any purchases under the Company's compensation and benefit plans. The share
repurchases were authorized pursuant to a resolution issued by the Company's Board of Directors and were financed through a
combination of operating cash flows and issuance of long-term and short-term debt. The total dollar value of shares purchased under
the share repurchase plan was $6.0 billion. The share repurchase plan ended on June 30, 2014.
Additional information required by this item can be found in Part III, Item 12 of this Form 10-K.
Shareholder Return Performance Graphs
Market and Dividend Information
P&G has been paying a dividend for 124 consecutive years since its incorporation in 1890 and has increased its dividend for 58
consecutive years at an annual compound average rate of over 9%.
(in dollars; split-adjusted)
Dividends per Share
1956
$
0.01
1966
$
0.03
1976
$
0.06
1986
$
0.16
1996
$
0.40
2006
$
1.15
2014
$
2.45
20
QUARTERLY DIVIDENDS
Quarter Ended
2013-2014
$
September 30
2012-2013
0.6015
$
0.5620
December 31
0.6015
0.5620
March 31
0.6015
0.5620
June 30
0.6436
0.6015
COMMON STOCK PRICE RANGE
2013-2014
Quarter Ended
High
$
September 30
82.40
2012 - 2013
Low
$
73.61
High
$
69.97
Low
$
60.78
December 31
85.82
75.20
70.99
65.84
March 31
81.70
75.26
77.82
68.35
June 30
82.98
78.43
82.54
75.10
SHAREHOLDER RETURN
The following graph compares the cumulative total return of P&G’s common stock for the 5-year period ending June 30, 2014,
against the cumulative total return of the S&P 500 Stock Index (broad market comparison) and the S&P 500 Consumer Staples
Index (line of business comparison). The graph and table assume $100 was invested on June 30, 2009, and that all dividends
were reinvested.
Cumulative Value of $100 Investment, through June 30
Company Name/Index
2009
2010
2011
2012
2013
2014
100 $
121 $
132 $
132 $
171 $
180
S&P 500 Index
100
114
150
158
190
237
S&P 500 Consumer Staples Index
100
114
144
165
194
224
P&G
$
21
Item 6. Selected Financial Data.
The information required by this item is incorporated by reference to Note 1 and Note 12 to our Consolidated Financial
Statements.
Financial Summary (Unaudited)
2014
2013
2012
2011
2010
2009
$ 83,062
$ 82,581
$ 82,006
$ 79,385
$ 75,785
$ 73,565
Gross profit
40,602
41,190
40,595
40,551
39,663
36,882
Operating income
15,288
14,330
13,035
15,233
15,306
14,819
Net earnings from continuing operations
11,707
11,301
9,150
11,523
10,573
10,414
Net sales
Net earnings from discontinued operations
Net earnings attributable to Procter & Gamble
101
1,754
404
2,273
3,108
11,312
10,756
11,797
12,736
13,436
14.1%
Net Earnings margin from continuing operations
Basic net earnings per common share (1):
$
Earnings from continuing operations
78
11,643
Earnings from discontinued operations
Basic net earnings per common share
4.16
13.7%
$
4.00
11.2%
$
3.18
14.5%
$
3.98
14.0%
$
3.53
14.2%
$
3.44
0.03
0.04
0.64
0.14
0.79
1.05
4.19
4.04
3.82
4.12
4.32
4.49
(1)
Diluted net earnings per common share :
$
3.98
$
0.03
3.06
$
0.60
3.86
3.80
$
0.13
3.66
3.38
$
0.73
3.93
3.27
0.99
4.11
4.26
Dividends per common share
$
Research and development expense
$ 2,023
$ 1,980
$ 1,987
$ 1,940
$ 1,888
$ 1,802
9,236
9,612
9,222
9,086
8,338
7,338
144,266
139,263
132,244
138,354
128,172
134,833
3,848
4,008
3,964
3,306
3,067
3,238
Long-term debt
19,811
19,111
21,080
22,033
21,360
20,652
Shareholders' equity
69,976
68,709
64,035
68,001
61,439
63,382
Advertising expense
Total assets
Capital expenditures
(1)
2.45
$
0.03
4.01
Diluted net earnings per common share
3.83
$
2.29
$
2.14
$
1.97
$
1.80
$
1.64
Basic net earnings per common share and diluted net earnings per common share are calculated based on net earnings attributable to
Procter & Gamble.
22
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
Management's Discussion and Analysis
Forward-Looking Statements
Certain statements in this report, other than historical and
present factual information, including estimates, projections,
statements relating to our business plans, objectives and
expected operating results and the assumptions upon which
those statements are based, are “forward-looking statements”
within the meaning of the Private Securities Litigation
Reform Act of 1995, Section 27A of the Securities Act of
1933 and Section 21E of the Securities Exchange Act of
1934. Forward-looking statements may appear throughout
this report, including, without limitation, in the following
sections: “Management's Discussion and Analysis” and
“Risk Factors.” These forward-looking statements generally
are identified by the words “believe,” “project,” “expect,”
“anticipate,” “estimate,” “intend,” “strategy,” “future,”
“opportunity,” “plan,” “may,” “should,” “will,” “would,”
“will be,” “will continue,” “will likely result” and similar
expressions. Forward-looking statements are based on
current expectations and assumptions that are subject to risks
and uncertainties which may cause actual results to differ
materially from the forward-looking statements. A detailed
discussion of risks and uncertainties that could cause actual
results and events to differ materially from such forwardlooking statements is included in the section titled
"Economic Conditions, Challenges and Risks" and the
section titled “Risk Factors” (Item 1A of this Form 10-K).
Forward-looking statements are made as of the date of this
report and we undertake no obligation to update or revise
publicly any forward-looking statements, whether because of
new information, future events or otherwise.
The following Management's Discussion and Analysis
(MD&A) is intended to provide the reader with an
understanding of P&G's financial condition, results of
operations and cash flows by focusing on changes in certain
key measures from year to year. MD&A is provided as a
supplement to, and should be read in conjunction with, our
Consolidated Financial Statements and accompanying
Notes. MD&A is organized in the following sections:
•
Overview
•
Summary of 2014 Results
•
Economic Conditions, Challenges and Risks
•
Results of Operations
•
Segment Results
•
Cash Flow, Financial Condition and Liquidity
•
Significant Accounting Policies and Estimates
•
Other Information
Throughout MD&A, we refer to measures used by
management to evaluate performance, including unit volume
growth, net sales and net earnings. We also refer to a
number of financial measures that are not defined under
accounting principles generally accepted in the United States
of America (U.S. GAAP), including organic sales growth,
core earnings per share (Core EPS), free cash flow and free
cash flow productivity. Organic sales growth is net sales
growth excluding the impacts of foreign exchange,
acquisitions and divestitures. Core EPS is diluted net
earnings per share from continuing operations excluding
certain specified charges and gains. Free cash flow is
operating cash flow less capital spending. Free cash flow
productivity is the ratio of free cash flow to net earnings.
We believe these measures provide our investors with
additional information about our underlying results and
trends, as well as insight to some of the metrics used to
evaluate management. The explanation at the end of MD&A
provides more details on the use and derivation of these
measures.
Management also uses certain market share and market
consumption estimates to evaluate performance relative to
competition despite some limitations on the availability and
comparability of share and consumption information.
References to market share and market consumption in
MD&A are based on a combination of vendor-reported
consumption and market size data, as well as internal
estimates. All market share references represent the
percentage of sales in dollar terms on a constant currency
basis of our products, relative to all product sales in the
category and are measured on an annual basis versus the
prior 12 month period. References to competitive activity
include promotional and product initiatives from our
competitors.
OVERVIEW
P&G is a global leader in fast moving consumer goods
focused on providing branded consumer packaged goods of
superior quality and value to our consumers around the
world. Our products are sold in more than 180 countries and
territories primarily through mass merchandisers, grocery
stores, membership club stores, drug stores, department
stores, salons, distributors, e-commerce and high-frequency
stores. We continue to expand our presence in other
channels, including perfumeries and pharmacies. We have
on-the-ground operations in approximately 70 countries.
Our market environment is highly competitive with global,
regional and local competitors. In many of the markets and
industry segments in which we sell our products, we
compete against other branded products as well as retailers'
private-label brands. Additionally, many of the product
segments in which we compete are differentiated by price
tiers (referred to as super-premium, premium, mid-tier and
value-tier products). We are well positioned in the industry
segments and markets in which we operate, often holding a
leadership or significant market share position.
23
ORGANIZATIONAL STRUCTURE
Our organizational structure is comprised of Global Business Units (GBUs), Global Operations, Global Business Services
(GBS) and Corporate Functions (CF).
Global Business Units
Under U.S. GAAP, the GBUs are aggregated into five reportable segments: Beauty; Grooming; Health Care; Fabric Care and
Home Care; and Baby, Feminine and Family Care. The GBUs are responsible for developing overall brand strategy, new
product upgrades and innovations and marketing plans. The following provides additional detail on our reportable segments
and the key product categories and brand composition within each segment.
Reportable Segment
% of
% of Net
Net Sales* Earnings*
GBUs (Categories)
Billion Dollar Brands
Beauty
24%
23%
Beauty Care (Antiperspirant and Deodorant,
Cosmetics, Personal Cleansing, Skin Care); Hair
Care and Color; Prestige; Salon Professional
Grooming
10%
17%
Shave Care (Electronic Hair Removal, Female
Fusion, Gillette,
Blades & Razors, Male Blades & Razors, Pre- and Mach3, Prestobarba
Post-Shave Products, Other Shave Care)
Health Care
9%
9%
Personal Health Care (Gastrointestinal, Rapid
Diagnostics, Respiratory, Vitamins/Minerals/
Supplements, Other Personal Health Care); Oral
Care (Toothbrush, Toothpaste, Other Oral Care)
Fabric Care and Home Care
32%
26%
Fabric Care (Laundry Additives, Fabric
Ariel, Dawn, Downy,
Enhancers, Laundry Detergents); Home Care (Air Duracell, Febreze,
Care, Dish Care, P&G Professional, Surface
Gain, Tide
Care); Personal Power (Batteries)
Baby, Feminine and Family
Care
25%
25%
Baby Care (Baby Wipes, Diapers and Pants);
Always, Bounty,
Feminine Care (Adult Incontinence, Feminine
Charmin, Pampers
Care); Family Care (Paper Towels, Tissues, Toilet
Paper)
Head & Shoulders,
Olay, Pantene, SK-II,
Wella
Crest, Oral-B, Vicks
* Percent of net sales and net earnings from continuing operations for the year ended June 30, 2014 (excluding results held in Corporate).
Recent Developments: On July 31, 2014 the Company
completed the divestiture of its pet care operations in North
America, Latin America, and other selected countries to
Mars, Incorporated (Mars) for $2.9 billion in an all-cash
transaction. The gain or loss related to this transaction is not
expected to be material and will be included in fiscal 2015
results. The European Union countries are not included in
the agreement with Mars. The Company is pursuing
alternate plans to sell its Pet Care business in these markets.
In accordance with the applicable accounting guidance for
the disposal of long-lived assets, the results of our Pet Care
business are presented as discontinued operations and, as
such, have been excluded from continuing operations and
from segment results for all periods presented.
Beauty: We are a global market leader in the beauty
category. Most of the beauty markets in which we compete
are highly fragmented with a large number of global and
local competitors. We compete in beauty care, hair care and
color and prestige. In beauty care, we offer a wide variety of
products, ranging from deodorants to cosmetics to skin care,
such as our Olay brand, which is the top facial skin care
brand in the world with over 8% global market share. In
hair care and color, we compete in both the retail and salon
professional channels. We are the global market leader in
the retail hair care and color market with over 20% global
market share primarily behind our Pantene and Head &
Shoulders brands. In the prestige channel, we compete
primarily with our prestige fragrances behind Dolce &
Gabbana, Gucci and Hugo Boss fragrance brands and the
SK-II brand.
Grooming: We are the global market leader in the blades
and razors market globally. Our global blades and razors
market share is approximately 70%, primarily behind the
Gillette franchise including Fusion, Mach3, Prestobarba and
Venus. Our electronic hair removal devices, such as electric
razors and epilators, are sold under the Braun brand in a
number of markets around the world where we compete
against both global and regional competitors. We hold over
20% of the male shavers market and over 40% of the female
epilators market.
Health Care: We compete in oral care and personal health
care. In oral care, there are several global competitors in the
market and we have the number two market share position
with approximately 20% global market share. In personal
health care, we are a top ten competitor in a large, highly
fragmented industry behind respiratory treatments (Vicks
brand) and nonprescription heartburn medications (Prilosec
OTC brand). Nearly all of our sales outside the U.S in
personal health are generated through the PGT Healthcare
partnership with Teva Pharmaceuticals Ltd.
24
Fabric Care and Home Care: This segment is comprised of
a variety of fabric care products, including: laundry
detergents, additives and fabric enhancers; home care
products, including dishwashing liquids and detergents,
surface cleaners and air fresheners; and batteries. In fabric
care, we generally have the number one or number two share
position in the markets in which we compete and are the
global market leader, with over 25% global market share,
primarily behind our Tide, Ariel and Downy brands. Our
global home care market share is approximately 20% across
the categories in which we compete. In batteries, we have
over 25% global battery market share, behind our Duracell
brand.
Baby, Feminine and Family Care: In baby care, we
compete mainly in diapers, pants and baby wipes, with over
30% global market share. We are the number one or number
two baby care competitor in most of the key markets in
which we compete, primarily behind Pampers, the
Company's largest brand, with annual net sales of more than
$10 billion. We are the global market leader in the feminine
care category with over 30% global market share, primarily
behind Always. Our family care business is predominantly a
North American business comprised largely of the Bounty
paper towel and Charmin toilet paper brands. U.S. market
shares are approximately 45% for Bounty and over 25% for
Charmin.
Global Operations
Global Operations is comprised of our Sales and Market
Operations (SMO), which is responsible for developing and
executing go-to-market plans at the local level. The SMO
includes dedicated retail customer, trade channel and
country-specific teams. Through June 30, 2014, it was
organized along five geographic regions: North America,
Western Europe, Central & Eastern Europe/Middle East/
Africa (CEEMEA), Latin America and Asia, which is
comprised of Japan, Greater China and ASEAN/Australia/
India/Korea (AAIK). Throughout MD&A, we reference
business results in developing markets, which we define as
the aggregate of CEEMEA, Latin America, AAIK and
Greater China, and developed markets, which are comprised
of North America, Western Europe and Japan. Effective July
1, 2014, our SMO reorganized under five revised regions,
comprised of North America, Europe, Latin America, Asia,
and India/Middle East/Africa (IMEA).
Global Business Services
GBS provides technology, processes and standard data tools
to enable the GBUs and the SMO to better understand the
business and better serve consumers and customers. The
GBS organization is responsible for providing world-class
solutions at a low cost and with minimal capital investment.
Corporate Functions
CF provides Company-level strategy and portfolio analysis,
corporate accounting, treasury, tax, external relations,
governance, human resources and legal, as well as other
centralized functional support.
STRATEGIC FOCUS
We are focused on strategies that we believe are right for the
long-term health of the Company with the objective of
delivering total shareholder return in the top one-third of our
peer group.
We are focusing our resources on our leading, most
profitable categories and markets:
•
•
•
Strengthening core categories, such as baby care and
fabric care, and core markets, such as the U.S., to grow
these businesses.
Investing in developing markets on the categories and
countries with the largest size of prize and highest
likelihood of winning.
Narrowing and refocusing the Company's portfolio to
compete in categories and brands that are structurally
attractive and that play to P&G strengths and looking at
alternatives to partner, divest or discontinue the balance.
This will enable us to allocate resources to leading
brands - marketed in the right set of countries, channels,
and customers - where the size of the prize and
probability of winning is highest.
Innovation has always been - and continues to be - P&G's
lifeblood. To consistently win with consumers around the
world across price tiers and preferences and to consistently
win versus our best competitors, each P&G product category
needs a full portfolio of innovation, including a mix of
commercial programs, product improvements and gamechanging innovations.
Productivity is a core strength for P&G, which creates
flexibility to fund our growth efforts and deliver our
financial commitments. We have taken significant steps to
accelerate productivity and savings across all elements of
costs, including cost of goods sold, marketing expense and
non-manufacturing overhead.
Finally, we are focused on improving execution and
operating discipline in everything we do. Operating
discipline and execution have always been - and must
continue to be - core capabilities and competitive advantages
for P&G.
At current market growth rates, the Company expects the
consistent delivery of the following annual financial targets
will result in total shareholder returns in the top third of the
competitive peer group:
•
•
•
Organic sales growth modestly above market
growth rates in the categories and geographies in
which we compete;
Core EPS growth of high single digits; and
Free cash flow productivity of 90% or greater.
25
SUMMARY OF 2014 RESULTS
2014
Change vs.
Prior Year
2013
Change vs.
Prior Year
2012
$ 83,062
1%
$ 82,581
1%
$ 82,006
Operating income
15,288
7%
14,330
10%
13,035
11,707
4%
11,301
24%
9,150
Net sales
78
(23)%
101
(94)%
1,754
5%
10,756
3.86
5%
3.66
3.83
25%
3.06
4.02
6%
3.79
11,643
3%
11,312
Diluted net earnings per common share
4.01
4%
Diluted net earnings per share from continuing operations
3.98
4%
Core earnings per common share
4.22
5%
•
Net sales increased 1% to $83.1 billion including a
negative 2% impact from foreign exchange.
Organic sales increased 3%.
Unit volume increased 3%. Volume grew midsingle digits for Fabric Care and Home Care and
Baby, Feminine and Family Care. Volume
increased low single digits for Grooming and
Health Care. Volume was unchanged for Beauty.
•
Net earnings attributable to Procter & Gamble were
$11.6 billion, an increase of $331 million or 3% versus
the prior year period.
Net earnings from continuing operations increased
$406 million or 4% largely due to net sales growth
and net earnings margin expansion behind reduced
selling, general and administrative costs (SG&A),
partially offset by gross margin contraction.
Foreign exchange impacts negatively impacted net
earnings by approximately 9%.
decreased $23 million due to reduced earnings in
Pet Care from ongoing impacts of prior year
product recalls.
•
Diluted net earnings per share increased 4% to $4.01.
Diluted net earnings per share from continuing
operations increased 4% to $3.98
Core EPS increased 5% to $4.22.
•
Cash flow from operating activities was $14.0 billion.
Free cash flow was $10.1 billion.
Free cash flow productivity was 86%.
ECONOMIC CONDITIONS, CHALLENGES AND
RISKS
We discuss expectations regarding future performance,
events and outcomes, such as our business outlook and
objectives, in annual and quarterly reports, press releases
and other written and oral communications. All such
statements, except for historical and present factual
information, are "forward-looking statements" and are based
on financial data and our business plans available only as of
the time the statements are made, which may become out-ofdate or incomplete. We assume no obligation to update any
forward-looking statements as a result of new information,
future events or other factors. Forward-looking statements
are inherently uncertain and investors must recognize that
events could be significantly different from our expectations.
For more information on risks that could impact our results,
refer to Item 1A Risk Factors in this 10-K.
Ability to Achieve Business Plans. We are a consumer
products company and rely on continued demand for our
brands and products. To achieve business goals, we must
develop and sell products that appeal to consumers and retail
trade customers. Our continued success is dependent on
innovation with respect to both products and operations and
on the continued positive reputations of our brands. This
means we must be able to obtain and maintain patents and
trademarks and respond to technological advances and
patents granted to competition. Our success is also
dependent on effective sales, advertising and marketing
programs in a more fast-paced and rapidly changing
environment. Our ability to innovate and execute in these
areas will determine the extent to which we are able to grow
existing net sales and volume profitably, especially with
respect to the product categories and geographic markets
(including developing markets) in which we have chosen to
focus. There are high levels of competitive activity in the
markets in which we operate. To address these challenges,
we must respond to competitive factors, including pricing,
promotional incentives, trade terms and product initiatives.
We must manage each of these factors, as well as maintain
mutually beneficial relationships with our key customers, in
order to effectively compete and achieve our business plans.
As a company that manages a portfolio of consumer brands,
our ongoing business model involves a certain level of
ongoing acquisition, divestiture and joint venture activities.
We must be able to successfully manage the impacts of these
activities, while at the same time delivering against base
business objectives.
Daily conduct of our business also depends on our ability to
maintain key information technology systems, including
systems operated by third-party suppliers and to maintain
security over our data.
26
Cost Pressures. Our costs are subject to fluctuations,
particularly due to changes in commodity prices, raw
materials, labor costs, foreign exchange and interest rates.
Therefore, our success is dependent, in part, on our
continued ability to manage these fluctuations through
pricing actions, cost savings projects, sourcing decisions and
certain hedging transactions, as well as ongoing productivity
improvements. We also must manage our debt and currency
exposure, especially in certain countries with currency
exchange controls, such as Venezuela, China, India, Egypt
and Argentina. We need to maintain key manufacturing and
supply arrangements, including sole supplier and
manufacturing plant arrangements, and successfully manage
any disruptions at Company manufacturing sites. We must
implement, achieve and sustain cost improvement plans,
including our established outsourcing relationships and those
related to general overhead and workforce optimization.
Successfully managing these changes, including identifying,
developing and retaining key employees, is critical to our
success.
Global Economic Conditions. Demand for our products has
a correlation to global macroeconomic factors. The current
macroeconomic factors remain dynamic. Economic
changes, terrorist activity, political unrest and natural
disasters may result in business interruption, inflation,
deflation or decreased demand for our products. Our
success will depend, in part, on our ability to manage
continued global political and/or economic uncertainty,
especially in our significant geographic markets, due to
terrorist and other hostile activities or natural disasters. We
could also be negatively impacted by a global, regional or
national economic crisis, including sovereign risk in the
event of a deterioration in the credit worthiness of, or a
default by local governments, resulting in a disruption of
credit markets. Such events could negatively impact our
ability to collect receipts due from governments, including
refunds of value added taxes, create significant credit risks
relative to our local customers and depository institutions
and/or negatively impact our overall liquidity. Additionally,
changes in exchange controls and other limits could impact
our ability to repatriate earnings from overseas.
Regulatory Environment. Changes in laws, regulations and
the related interpretations may alter the environment in
which we do business. This includes changes in
environmental, competitive and product-related laws, as well
as changes in accounting standards and tax laws or the
enforcement thereof. Our ability to manage regulatory, tax
and legal matters (including, but not limited to, product
liability, patent and other intellectual property matters) and
to resolve pending legal matters within current estimates
may impact our results.
RESULTS OF OPERATIONS
The key metrics included in our discussion of our
consolidated results of operations include net sales, gross
margin, selling, general and administrative expenses
(SG&A), other non-operating items and income taxes. The
primary factors driving year-over-year changes in net sales
include overall market growth in the categories in which we
compete, product initiatives, the level of initiatives and other
activities by competitors, geographic expansion and
acquisition and divestiture activity, all of which drive
changes in our underlying unit volume, as well as pricing
actions (which can also indirectly impact volume), changes
in product and geographic mix and foreign currency impacts
on sales outside the U.S.
Most of our cost of products sold and SG&A are to some
extent variable in nature. Accordingly, our discussion of
these operating costs focuses primarily on relative margins
rather than the absolute year-over-year changes in total
costs. The primary drivers of changes in gross margin are
input costs (energy and other commodities), pricing impacts,
geographic mix (for example, gross margins in developed
markets are generally higher than in developing markets for
similar products), product mix (for example, the Beauty
segment has higher gross margins than the Company
average), foreign exchange rate fluctuations (in situations
where certain input costs may be tied to a different
functional currency than the underlying sales), the impacts
of manufacturing savings projects and to a lesser extent scale
impacts (for costs that are fixed or less variable in nature).
The primary drivers of SG&A are marketing-related costs
and overhead costs. Marketing-related costs are primarily
variable in nature, although we do achieve some level of
scale benefit over time due to overall growth and other
marketing efficiencies. Overhead costs are also variable in
nature, but on a relative basis, less so than marketing costs
due to our ability to leverage our organization and systems
infrastructures to support business growth. Accordingly, we
generally experience more scale-related impacts for these
costs.
The Company is in the midst of a productivity and cost
savings plan to reduce costs in the areas of supply chain,
research and development, marketing and overhead
expenses. The plan is designed to accelerate cost reductions
by streamlining management decision making,
manufacturing and other work processes to fund the
Company's growth strategy. The Company expects to incur
in excess of $4.5 billion in before-tax restructuring costs
over a five-year period (fiscal 2012 through fiscal 2016) as
part of this plan. Overall, the costs and other nonmanufacturing enrollment reductions are expected to deliver
in excess of $2.8 billion in annual gross before-tax savings
(see Note 3 to our Consolidated Financial Statements).
Net Sales
Fiscal year 2014 compared with fiscal year 2013
Net sales increased 1% to $83.1 billion in 2014 on a 3%
increase in unit volume versus the prior year period. Fabric
Care and Home Care along with Baby, Feminine and Family
Care volume grew mid-single digits. Grooming and Health
Care volume grew low single digits. Beauty volume was
unchanged. Volume increased low single digits in developed
regions and grew mid-single digits in developing regions.
Unfavorable foreign exchange reduced net sales by 2%.
Organic sales grew 3% driven by the unit volume increase.
A 1% favorable impact from higher pricing was offset by a
1% impact from unfavorable geographic and product mix
due to higher relative growth of developing regions, which
have lower than average selling prices, and of lower priced
product categories such as Fabric Care and Baby Care.
Net sales increased 1% to $82.6 billion in 2013 on a 2%
increase in unit volume. Volume in Health Care and Baby,
Feminine and Family Care grew mid-single digits. Volume
in Fabric Care and Home Care grew low single digits.
27
Beauty volume was in line with the prior year. Grooming
volume decreased low single digits. Volume grew low
single digits in both developed and developing regions. The
impact of overall global market growth was partially offset
by market share declines in certain categories. Price
increases added 1% to net sales, driven by price increases
across all business segments, primarily executed in prior
periods to offset cost increases and devaluing developing
market currencies. Foreign exchange reduced net sales by
2%. Organic sales growth was 3% driven by both volume
and price increases.
Operating Costs
Comparisons as a percentage of net sales; Years ended June 30
2014
Basis Point
Change
2013
Basis Point
Change
2012
Gross margin
48.9%
(100)
49.9%
40
49.5%
Selling, general and administrative expense
30.5%
(170)
32.2%
31.7%
—%
(40)
0.4%
50
(150)
Goodwill and indefinite-lived intangible asset impairment charges
1.9%
Operating margin
18.4%
100
17.4%
150
15.9%
Earnings from continuing operations before income taxes
17.9%
10
17.8%
250
15.3%
14.1%
40
13.7%
250
11.2%
14.0%
30
13.7%
60
13.1%
Gross margin contracted 100 basis points to 48.9% of net sales
in 2014. The decrease in gross margin was primarily driven
by a 150 basis point impact from unfavorable geographic and
product mix, a 50 basis point impact from higher commodity
costs, and a 90 basis point impact from unfavorable foreign
exchange, partially offset by manufacturing cost savings of 190
basis points and a 40 basis point benefit from higher pricing.
The unfavorable geographic and product mix was caused by
disproportionate growth in developing regions, and the Fabric
Care and Home Care and Baby, Feminine and Family Care
segments, which have lower gross margins than the Company
average.
Total selling, general and administrative expenses decreased
5% to $25.3 billion in 2014 due to a reduction in marketing
spending, overhead expense and restructuring costs. SG&A
as a percentage of net sales decreased 170 basis points to
30.5%. Lower restructuring spending drove 30 basis points
of the decline. Marketing spending as a percentage of net
sales decreased 80 basis points primarily due to lower
spending behind a focus on more efficient marketing support
and scale benefits from increased net sales. Overhead
spending decreased 50 basis points from productivity
savings of 40 basis points and scale benefits from increased
net sales. The 2014 impact from foreign currency policy
changes in Venezuela was comparable to the prior year
devaluation impact.
Gross margin expanded 40 basis points in 2013 to 49.9% of
net sales, driven by higher pricing and manufacturing cost
savings, partially offset by negative mix and higher
commodity costs. Gross margin was positively impacted by
70 basis points from higher pricing and approximately 160
basis points from manufacturing cost savings. Gross margin
was negatively impacted by 160 basis points from negative
geographic and product mix behind disproportionate growth
in developing regions and mid-tier products, both of which
have lower gross margins than the Company average. Gross
margin was also reduced by capacity investments and to a
lesser extent by foreign exchange impacts and higher
commodity costs.
Total SG&A increased 2% to $26.6 billion in 2013, driven
by a charge for the balance sheet impact from the
devaluation of the official foreign exchange rate in
Venezuela and an increase in marketing spending, partially
offset by reduced overhead costs as a result of the
productivity and cost savings plan. SG&A as a percentage
of net sales increased 50 basis points to 32.2% largely due to
a 40 basis point impact from the Venezuela devaluation
charge and a 10 basis point increase in marketing spending
as a percentage of net sales. Overhead costs as a percentage
of net sales declined 20 basis points, as a 70 basis point
benefit from our productivity and cost savings plan and 20
basis points of lower restructuring costs were largely offset
by the impact of foreign exchange. This was due to a higher
28
portion of SG&A spending in strengthening currencies as
compared to net sales, higher employee wages and benefit
costs and increased merchandising investments.
Income Taxes
In fiscal 2013 we incurred impairment charges of $308
million ($290 million after-tax) related to the carrying value
of goodwill in our Appliances business and the related Braun
trade name intangible asset. In fiscal 2012 we incurred
impairment charges of $1.6 billion ($1.5 billion after-tax)
related to the carrying values of goodwill in our Appliances
and Salon Professional businesses and our Koleston Perfect
and Wella indefinite-lived intangible assets, which are part
of our Salon Professional business. See Significant
Accounting Policies and Estimates (Goodwill and Intangible
Assets) and Note 2 to our Consolidated Financial Statements
for more details, including factors leading to the impairment
charges. Since goodwill is included in Corporate for internal
management and segment reporting, the goodwill
impairment charges are included in the Corporate segment.
The indefinite-lived intangible asset impairments are also
included in the Corporate segment for management and
segment reporting.
Non-Operating Items
The effective tax rate on continuing operations decreased
170 basis points to 21.4% in 2014. The primary driver of
this rate decline was approximately 320 basis points from
the favorable geographic mix of earnings and approximately
60 basis points due to the non-deductibility of the prior year
impairment charges related to our Appliances business.
These impacts were partially offset by a 50 basis point
increase due to the Venezuela currency policy changes and
devaluation discussed below (which decreased the prior year
rate 20 basis points and increased the current year rate by 30
basis points), a 110 basis point increase due to the tax
impacts of acquisition and divestiture activities (the gains
from the purchase of the balance of the Baby Care and
Feminine Care joint venture in Iberia and the sale of our
Italy bleach business in the prior year), and a 30 basis point
increase is due to the net impact of favorable discrete
adjustments related to uncertain income tax positions. The
net benefit on the current year was $228 million, or 150
basis points, versus 180 basis points of net benefit in the
prior year.
Interest expense increased 6% in 2014 to $709 million,
primarily due to an increase in average debt outstanding.
Interest income was $100 million in 2014, an increase of $13
million versus the prior year due to an increase in cash, cash
equivalents and investment securities. Other non-operating
income, net, primarily includes divestiture gains and
investment income. Other non-operating income decreased
$736 million to $206 million, primarily due to acquisition
and divestiture impacts. In 2014, we had approximately
$150 million in divestiture gains, primarily related to the
sale of our bleach businesses in CEEMEA and Latin
America, our Pert hair care business in Latin America and
MDVIP. The prior year acquisition and divestiture activities
included a $631 million holding gain resulting from P&G's
purchase of the balance of its Baby Care and Feminine Care
joint venture in Iberia and an approximate $250 million gain
from the divestiture of our Italy bleach business.
The effective tax rate on continuing operations decreased
390 basis points to 23.1% in 2013. The primary drivers of
this rate decline were approximately 210 basis points due to
the non-deductibility of impairment charges related to our
Appliances and Salon Professional businesses, which were
higher in the base period versus the current year,
approximately 100 basis points due to the tax impacts from
acquisition and divestiture activity (primarily the nontaxable gain on the purchase of the balance of the Baby Care
and Feminine Care joint venture in Iberia), approximately 20
basis points from the impact of the Venezuela currency
devaluation, and approximately 50 basis points due to the
net impact of favorable discrete adjustments related to
uncertain income tax positions. The 2013 net benefit was
$275 million, or 180 basis points, versus a net benefit of 130
basis points in 2012.
Interest expense decreased 13% in 2013 to $667 million, due
to lower interest rates on floating-rate debt. Interest income
increased 13% in 2013 to $87 million, due to an increase in
cash, cash equivalents and debt securities. Other nonoperating income increased $757 million to $942 million in
2013 mainly due to net acquisition and divestiture activities.
The $631 million holding gain resulting from the purchase
of the balance of P&G's Baby Care and Feminine Care joint
venture in Iberia and the gain of approximately $250 million
from the sale of our Italian bleach business, both in fiscal
2013, were partially offset by a $130 million divestiture gain
from the PUR water filtration business in 2012.
Net Earnings
Net earnings from continuing operations increased $406
million or 4% to $11.7 billion in 2014 due to the increase in
sales and a 40-basis point expansion in net earnings margin.
The increase in net earnings margin was primarily driven by
the decrease in SG&A as a percentage of net sales and the
lower tax rate, partially offset by the gross margin
contraction and the acquisition and divestiture-driven net
reduction in other non-operating income, net.
Net earnings from discontinued operations decreased $23
million in 2014 due to ongoing impacts of prior year product
recalls in Pet Care. Net earnings attributable to Procter &
Gamble increased $331 million, or 3% to $11.6 billion.
29
increased 4% to $3.98 primarily due to the increase in net
earnings. Diluted net earnings per share from discontinued
operations was $0.03 due to the earnings of the Pet Care
business. Diluted net earnings per share increased 4% to
$4.01.
years for European legal matters, incremental restructuring
related to our productivity and cost savings plan and
impairments of goodwill and indefinite-lived intangible
assets.
Core EPS increased 5% to $4.22 primarily due to increased
net sales, a 40 basis point net earnings margin expansion and
the reduction in shares outstanding. Core EPS represents
diluted net earnings per share from continuing operations
excluding the current and prior year charge for the balance
sheet impacts from foreign exchange policy changes and the
devaluation of the foreign exchange rates in Venezuela (see
below), the prior year holding gain on the purchase of the
balance of our Iberian joint venture, impairments of
goodwill and indefinite-lived intangible assets in the prior
year and charges in both years for European legal matters
and incremental restructuring related to our productivity and
cost savings plan.
Venezuela is a highly inflationary economy under U.S.
GAAP. As a result, the U.S. dollar is the functional currency
for our subsidiaries in Venezuela. Any currency
remeasurement adjustments for non-dollar denominated
monetary assets and liabilities held by these subsidiaries and
other transactional foreign exchange gains and losses are
reflected in earnings. For the current fiscal year, Venezuela
represented approximately 1% of the Company’s
consolidated net sales and operating profit excluding the
impact of the remeasurement charge discussed below.
Net earnings from continuing operations increased $2.2
billion or 24% to $11.3 billion in 2013. The combination of
the net year-over-year impact of acquisition and divestiture
gains and the net year-over-year decline in impairment
charges drove $1.9 billion of the increase. Earnings also
increased due to the increase in net sales and the 40 basis
point gross margin expansion in 2013.
Net earnings from discontinued operations decreased $1.7
billion in 2013 due to the gain on the divestiture of the
Snacks business and the earnings from the Snacks business
prior to the divestiture in the prior year. Net earnings
attributable to Procter & Gamble increased $556 million, or
5% to $11.3 billion.
increased 25% to $3.83 in 2013 due to the increase in net
earnings and a reduction in shares outstanding. The number
of shares outstanding decreased due to $6.0 billion of
treasury share repurchases under our publicly announced
share repurchase program, partially offset by shares issued
under share-based compensation plans. Diluted net earnings
per share from discontinued operations was $0.03 due to the
earnings of the Pet Care business. Diluted net earnings per
share from discontinued operations in 2012 was $0.60
primarily due to the gain on the divestiture of the Snacks
business and earnings of the Snacks business prior to
divestiture. Diluted net earnings per share increased 5% to
$3.86.
Core EPS increased 6% to $4.02 in 2013 primarily due to
increased net sales, gross margin expansion and the
reduction in shares outstanding. Core EPS represents diluted
net earnings per share from continuing operations excluding
the 2013 charge for the balance sheet impact from the
devaluation of the official foreign exchange rate in
Venezuela, the 2013 holding gain on the purchase of the
balance of our Iberian joint venture and charges in both
Venezuela Currency Impacts
Through December 31, 2013, the Venezuelan government
had established one official exchange rate for qualifying
dividends and imported goods and services. Transactions at
the official exchange rate are subject to approval by
CENCOEX (National Center for External Commerce),
previously CADIVI (Foreign Exchange Administrative
Commission). Effective February 9, 2013 the Venezuelan
government devalued its currency from 4.3 to 6.3
Venezuelan bolivares fuerte (VEF) per dollar. The
remeasurement of our local balance sheets to reflect this
devaluation in the fiscal year ended 2013 resulted in an after
tax charge of $236 million ($0.08 per share).
In addition to the preferential CENCOEX exchange rate,
there are and have been parallel exchange markets controlled
by the Central Bank of Venezuela as the only legal
intermediary to execute foreign exchange transactions
outside of CENCOEX. Through December 31, 2013, various
regulations and a limited notional amount of transactions
that ran through these programs essentially eliminated the
Company's ability to access any foreign exchange rate other
than the preferential rate to pay for imported goods and/or
manage our local monetary asset balances. Accordingly, all
of our net monetary assets were measured at the preferential
6.3 VEF per dollar exchange rate through December 31,
2013. In addition, through December 31, 2013, our results
in Venezuela were reflected in our Consolidated Financial
Statements at the official CADIVI rate, which was the rate
we expected to be applicable to dividend repatriations.
On January 24, 2014, the government made a number of
announcements affecting currency exchange rate and other
controls. The preferential CENCOEX exchange rate
remains at 6.3 VEF per dollar. In addition, while there is
considerable uncertainty as to the nature of transactions that
will flow through CENCOEX and how CENCOEX will
operate in the future, the Company believes that a significant
portion of its imports will continue to qualify for the
preferential rate. However, the importation of certain
finished goods and raw materials for some product
categories, along with the payment of dividends and
30
royalties, will be executed under the SICAD
(Complementary System for Foreign Exchange
Administration) program. SICAD is an auction-based
exchange program. The Company expects to be able to
access the SICAD program for dividends and other
transactions. The rate available through SICAD was 11.7
VEF per dollar in January 2014, and was 10.6 VEF per
dollar at June 30, 2014. The Company incurred an after tax
charge of $275 million ($0.09 per share) in January 2014 to
remeasure certain portions of our local Venezuela balance
sheets not qualifying for the preferential CENCOEX rate to
the initial SICAD exchange rate. In late March 2014, the
government introduced a third exchange mechanism,
referred to as SICAD II, which is also an auction-based
program currently trading at approximately 50.0 VEF per
dollar. The Company does not expect to access SICAD II.
Accordingly, the underlying SICAD II exchange rates have
not been utilized for purposes of remeasuring or translating
our Venezuela results.
As of June 30, 2014, the Company had net monetary assets
denominated in local currency of approximately $1.0 billion.
Approximately $670 million of that amount is expected to be
utilized to satisfy liabilities for past imports that were
approved under CENCOEX and are measured at the
preferential 6.3 VEF per dollar rate. The remaining balance
has been measured at the SICAD rate. Local currency net
monetary balances increased approximately $110 million
versus June 30, 2013 as increases due to earnings in
Venezuela, the timing of CENCOEX payments and an
increase in the net amount of indirect value added taxes
(VAT) receivable from the government from goods receipts
and shipments, was partially offset by the remeasurement of
balances from the preferential CENCOEX rate to the SICAD
rate.
Other controls imposed by the Venezuelan government
include import authorization controls, currency exchange
and payment controls, price controls and recently enacted
profit margin controls. The ongoing impact of the recent
announcements and our ability to restore net sales and profit
to levels achieved prior to the recent devaluations will be
impacted by several factors. These include our ability to
mitigate the effect of the price and profit margin controls,
any potential future devaluation of the preferential
CENCOEX exchange rate, any significant change in the
auction exchange rates or liquidity in the SICAD program,
any migration of additional product categories from the
CENCOEX to the SICAD rates, any Company actions to
access the SICAD II market, any further Venezuelan
government price or exchange controls, economic conditions
and the availability of raw materials and utilities. In
addition, depending on the future availability of U.S. dollars
at the preferential rate, our local U.S. dollar needs, our
overall repatriation plans, including our ability to obtain
government approval for the payment of dividends, which
has been limited in recent years, the creditworthiness of the
local depository institutions and other creditors and our
ability to collect amounts due from customers and the
government, including VAT receivables, we may have
exposure for our local monetary assets.
SEGMENT RESULTS
Segment results reflect information on the same basis we use
for internal management reporting and performance
evaluation. The results of these reportable segments do not
include certain non-business unit specific costs such as
interest expense, investing activities and certain restructuring
and asset impairment costs. These costs are reported in our
Corporate segment and are included as part of our Corporate
segment discussion. Additionally, as described in Note 12 to
the Consolidated Financial Statements, we apply blended
statutory tax rates in the segments. Eliminations to adjust
segment results to arrive at our effective tax rate are included
in Corporate. We previously had a difference in the
treatment of certain unconsolidated investees. Certain
unconsolidated investees that are managed as integral parts
of our businesses were reflected as consolidated subsidiaries
for management reporting and in segment results, with full
recognition of the individual income statement line items
through before-tax earnings. Eliminations to adjust these
line items to U.S. GAAP were included in Corporate. In
determining after-tax earnings for the businesses, we
eliminated the share of earnings applicable to other
ownership interests, in a manner similar to noncontrolling
interest, and applied statutory tax rates. During the final
quarter of fiscal 2014, we changed our management
accounting for unconsolidated investees. Pursuant to this
change, segment results no longer include full recognition of
the individual income statement line items of unconsolidated
investees and eliminations of such amounts are no longer
included in Corporate. All periods have been adjusted to
reflect this change. All references to net earnings throughout
the discussion of segment results refer to net earnings from
continuing operations.
31
Net Sales Change Drivers (2014 vs. 2013)
Volume with
Acquisitions
& Divestitures
Volume
Excluding
Acquisitions
& Divestitures
Foreign
Exchange
Price
Mix
Other
Net Sales
Growth
Beauty
0%
0%
-2%
0%
0%
0%
-2%
Grooming
1%
1%
-3%
4%
-2%
0%
0%
Health Care
2%
2%
-1%
1%
-1%
0%
1%
Care
TOTAL COMPANY
5%
5%
-3%
0%
-1%
0%
1%
4%
3%
-3%
1%
0%
0%
2%
3%
3%
-2%
1%
-1%
0%
1%
Net Sales Change Drivers (2013 vs. 2012)
Volume with
Acquisitions
& Divestitures
Volume
Excluding
Acquisitions
& Divestitures
Foreign
Exchange
Price
Mix
Other
Net Sales
Growth
Beauty
0%
0%
-2%
2%
-1%
-1%
-2%
Grooming
-1%
0%
-4%
2%
0%
-1%
-4%
Health Care
5%
4%
-3%
1%
2%
1%
6%
Care
TOTAL COMPANY
3%
3%
-3%
1%
0%
0%
1%
5%
3%
-2%
2%
0%
-1%
4%
2%
2%
-2%
1%
0%
0%
1%
Net sales percentage changes are approximations based on quantitative formulas that are consistently applied. Other includes the sales
mix impact from acquisitions and divestitures and rounding impacts necessary to reconcile volume to net sales.
BEAUTY
($ millions)
Volume
2014
Change vs
2013
2013
Change vs
2012
0%
0%
n/a
Net sales
n/a
$19,507
-2%
$19,956
-2%
Net earnings
$2,739
+11%
$2,474
+4%
% of Net Sales
14.0%
160 bps
12.4%
60 bps
Beauty net sales decreased 2% to $19.5 billion in 2014. Unit
volume was in line with the prior year period as overall
market growth was offset by share declines from the impacts
of competitive activity. Organic sales were flat.
Global market share of the Beauty segment decreased 0.4
points. Volume increased low single digits in developing
markets and declined low single digits in developed markets.
Volume in Hair Care and Color was flat with decreases in
developed regions offset by an increase in developing
regions. Global market share of the hair care category
decreased nearly half a point. Volume in Beauty Care
increased low single digits due to product and commercial
innovation and market growth for personal cleansing and
deodorants, partially offset by a decrease in facial skin care
due to competitive activity. Global market share of the
beauty care category decreased nearly half a point. Volume
in Salon Professional decreased mid-single digits due to
competitive activity and European market contraction.
Volume in Prestige decreased low single digits due to minor
brand divestitures.
Net earnings increased 11% to $2.7 billion due to a 160 basis
point increase in net earnings margin. Net earnings margin
increased due to a decrease in SG&A and a gain on a minor
brand divestiture (Pert in Latin America), partially offset by
gross margin contraction. SG&A decreased primarily due to
a reduction in marketing spending resulting from
optimization efforts. Gross margin decreased slightly due to
the impact of foreign exchange and negative geographic and
product mix, partially offset by manufacturing cost savings.
Beauty net sales decreased 2% to $20.0 billion in 2013 on
unit volume that was in line with the prior year period.
Organic sales increased 1%. Price increases contributed 2%
to net sales growth. Unfavorable geographic mix reduced
net sales by 1% due to disproportionate growth in
developing regions, which have lower than segment average
selling prices. Unfavorable foreign exchange reduced net
sales by 2%. The mix impact of minor brand divestitures
reduced net sales by 1%. Global market share of the Beauty
segment decreased 0.5 points. Volume increased low single
digits in developing markets and decreased low single digits
in developed regions. Volume in Hair Care and Color was in
line with the prior year period due to a low single-digit
increase in developing regions from market growth and
innovation offset by a low single-digit decline in developed
32
regions from reduced shipments as a result of price gaps
versus competition. Global market share of the hair care and
color category was down more than half a point. Volume in
Beauty Care was in line with the prior year period. A low
single-digit volume increase in personal cleansing and a
mid-single-digit increase in deodorants, driven by innovation
and market growth in developing regions, was offset by a
mid-single-digit decline in facial skin care, where global
market share decreased about a point. Volume in Salon
Professional was in line with the prior year period due to
mid-single-digit growth in developing markets behind new
innovations, offset by a low single-digit decline in developed
regions from market contraction. Volume in Prestige was in
line with the prior year period due to minor brand
divestitures and market contraction in Western Europe,
offset by innovation and market growth in developing
markets. Organic volume in Prestige increased low single
digits.
Net earnings increased 4% to $2.5 billion, as lower net sales
were more than offset by a 60-basis point increase in net
earnings margin. Net earnings margin increased due to gross
margin expansion, a decrease in SG&A as a percentage of
sales and a lower effective tax rate. Gross margin increased
behind manufacturing cost savings and higher pricing.
SG&A as a percentage of net sales declined largely due to
reduced overhead spending. The effective tax rate declined
due to the geographic mix of earnings.
GROOMING
($ millions)
Volume
2014
Change vs
2013
2013
Change vs
2012
+1%
n/a
-1%
—%
$8,038
-4%
Net sales
n/a
$8,009
Net earnings
$1,954
+6%
$1,837
+2%
% of Net Sales
24.4%
150 bps
22.9%
120 bps
Grooming net sales were flat at $8.0 billion in 2014 on a 1%
increase in unit volume. Organic sales were up 3%. Price
increases in Blades and Razors and Appliances contributed 4%
to net sales growth. Unfavorable geographic and product mix
reduced net sales by 2% due to disproportionate growth in
developing regions and mid-tier products, both of which have
lower than segment average selling prices. Unfavorable
foreign exchange reduced net sales by 3%. Global market share
of the Grooming segment increased 0.2 points. Volume
increased mid-single digits in developing regions partially
offset by a low single digit decrease in developed regions.
Shave Care volume increased low single digits due to a midsingle-digit growth in developing regions from innovation and
market growth, partially offset by a low single-digit decrease
in developed regions due to market contraction. Global market
share of the blades and razors category was up slightly. Volume
in Appliances decreased low single digits due to the sale of the
Braun household appliances business. Organic volume
increased mid-single digits driven by developing markets due
to market growth, product innovation on men's shavers and
shipments to build inventory to support initiatives and new
distributors. Global market share of the appliances category
was down less than half a point.
Net earnings increased 6% to $2.0 billion due to a 150 basispoint increase in net earnings margin. Net earnings margin
increased primarily due to a reduction in SG&A spending
which was driven by a decrease in marketing spending. Gross
margin increased slightly as the benefits of pricing and
manufacturing cost savings more than offset the negative
impacts of foreign exchange and geographic and product mix.
Grooming net sales decreased 4% to $8.0 billion in 2013 on
a 1% decrease in unit volume. Organic sales were up 2% on
organic volume that was in line with the prior year period.
Price increases contributed 2% to net sales growth.
Unfavorable foreign exchange reduced net sales by 4%. The
impact of the Braun household appliances business
divestiture reduced net sales by 1%. Global market share of
the Grooming segment increased 0.4 points. Volume
increased low single digits in developing regions and
decreased mid-single digits in developed regions. Shave
Care volume increased low single digits due to low singledigit growth in developing regions, primarily behind market
growth and innovation expansion, partially offset by a low
single-digit decrease in developed regions primarily due to
market contraction in Western Europe. Global market share
of the blades and razors category was up less than half a
point. Volume in Appliances decreased double digits due to
the sale of the Braun household appliances business,
competitive activity and market contraction. Organic
volume in Appliances declined high single digits. Global
market share of the appliances category decreased nearly
half a point.
Net earnings increased 2% to $1.8 billion due to a 120-basis
point increase in net earnings margin, partially offset by the
decrease in net sales. Net earnings margin increased
primarily due to gross margin expansion. Gross margin
increased due to pricing and manufacturing cost savings.
SG&A as a percentage of net sales decreased nominally as
increased marketing spending was offset by reduced
overhead costs.
HEALTH CARE
($ millions)
2014
Change vs
2013
2013
Change vs
2012
Volume
n/a
+2%
n/a
+5%
Net sales
$7,798
+1%
$ 7,684
+6%
Net earnings
$1,083
-1%
$ 1,093
+7%
% of Net Sales
13.9%
(30) bps
14.2%
10 bps
Health Care net sales increased 1% to $7.8 billion in 2014
on a 2% increase in unit volume. Organic sales increased
2%. Price increases across the businesses contributed 1% to
net sales growth. Disproportionate growth in developing
regions drove unfavorable geographic mix reducing net sales
by 1%. Unfavorable foreign exchange reduced net sales by
1%. Global market share of the Health Care segment
increased 0.2 points. Volume increased low single digits in
both developed and developing regions. Oral Care volume
increased low single digits due to a mid-single digit increase
in developing regions behind geographic market expansion
and market growth and a low single-digit increase in
developed regions from innovation. Global market share of
the oral care category increased less than half a point.
Volume in Personal Health Care decreased low single digits
due to a weak cough and cold season which was only
partially offset by innovation and market expansion.
Net earnings decreased 1% to $1.1 billion as increased net
sales was more than offset by a 30-basis point decrease in
net earnings margin. Net earnings margin decreased due to
gross margin contraction partially offset by lower overheads.
Gross margin decreased due to the impact of foreign
exchange and negative geographic and product mix, partially
offset by manufacturing cost savings and pricing.
Health Care net sales increased 6% to $7.7 billion in 2013
on a 5% increase in unit volume. Organic sales were up 7%.
Price increases across all regions contributed 1% to net sales
growth. Favorable geographic and product mix increased net
sales by 2%. The mix impact from acquisitions and
divestitures increased net sales by 1%. Global market share
of the Health Care segment decreased 0.2 points. Volume
increased high single digits in developing regions and
increased low single digits in developed regions. Oral Care
volume increased mid-single digits due to geographic
expansion, innovation and market growth. Global market
share of the oral care category was down slightly. Volume in
Personal Health Care increased mid-single digits partially
due to a net increase from prior year acquisition and
divestiture activity (the addition of the PGT Healthcare
partnership and New Chapter VMS, partially offset by the
divestiture of the PuR business). Organic volume increased
low single digits primarily due to the launch of ZzzQuil and
geographic expansion for Vicks.
Net earnings increased 7% to $1.1 billion due to higher net
sales and a 10-basis point increase in net earnings margin.
Net earnings margin increased due to a reduction in
overhead spending partially offset by gross margin
contraction. Gross margin decreased due to increased
commodity costs and supply chain investments, partially
offset by higher pricing and manufacturing cost savings.
33
FABRIC CARE AND HOME CARE
($ millions)
Volume
2014
Change vs
2013
2013
Change vs
2012
+3%
+5%
n/a
Net sales
n/a
$26,060
+1%
$ 25,862
+1%
Net earnings
$3,039
-2%
$ 3,089
+10%
% of Net Sales
11.7%
(20) bps
11.9%
90 bps
Fabric Care and Home Care net sales increased 1% to $26.1
billion in 2014 on a 5% increase in unit volume. Organic sales
were up 4%. Unfavorable foreign exchange reduced net sales
by 3%. Unfavorable geographic and product mix decreased
net sales by 1%. Global market share of the Fabric Care and
Home Care segment increased 0.2 points. Volume increased
high single digits in developing regions and low single digits
in developed regions. Fabric Care volume increased midsingle digits driven by a high single digit volume increase in
developing regions behind market growth and innovation, and
a low single digit increase in developed regions due to product
innovation. Global market share of the fabric care category
was flat. Home Care volume increased mid-single digits driven
by a high single digit increase in developing markets from
distribution expansion and market growth, and from a low
single digit increase in developed regions due to product
innovation. Global market share of the home care category
was up less than half a point. Batteries volume increased midsingle digits due to new customer distribution in developed
regions and market growth in developing regions. Global
market share of the batteries category was up more than a point.
Net earnings decreased 2% to $3.0 billion as net sales growth
was more than offset by a 20-basis point decrease in net
earnings margin. Net earnings margin decreased due to gross
margin contraction partially offset by a decrease in SG&A as
a percentage of sales. Gross margin decreased due to
unfavorable geographic and product mix and the impact of
foreign exchange, which was partially offset by manufacturing
cost savings. SG&A as a percentage of net sales decreased due
to marketing and overhead efficiencies.
Fabric Care and Home Care net sales increased 1% in 2013
to $25.9 billion on a 3% increase in unit volume. Organic
sales were up 4%. Price increases contributed 1% to net
sales growth. Unfavorable foreign exchange reduced net
sales by 3%. Global market share of the Fabric Care and
Home Care segment decreased 0.3 points. Volume increased
mid-single digits in developing regions and low single digits
in developed regions. Fabric Care volume increased low
single digits behind low single-digit growth in developed
regions and mid-single-digit growth in developing regions,
driven primarily by Asia. Overall growth due to innovation
and market growth was partially offset by the impacts of
competitive activity. Global market share of the fabric care
category decreased more than half a point. Home Care
volume increased mid-single digits driven by a high single-
34
digit increase in developing markets, behind innovation and
distribution expansion, and a low single-digit increase in
developed markets primarily due to the impact of reduced
pricing in North America. Global market share of the home
care category was unchanged. Batteries volume increased
low single digits due to a mid-single-digit increase in
developing regions from market growth and geographic
expansion, partially offset by a low single-digit decrease in
developed markets due to market contraction and share
losses, primarily behind higher pricing in Western Europe to
improve the margin structure. Global market share of the
batteries category was unchanged.
Net earnings decreased 4% to $2.9 billion as the increase in
net sales was more than offset by a 90-basis point decrease in
net earnings margin. Net earnings margin decreased primarily
due to gross margin contraction. Gross margin decreased due
to the impact of foreign exchange, higher commodity costs,
and unfavorable product and geographic mix from
disproportionate growth in developing regions and mid-tier
products, both of which have lower gross margins than the
segment average, partially offset by manufacturing cost
savings and pricing.
Net earnings increased 10% to $3.1 billion due to a 90-basis
point increase in net earnings margin and the increase in net
sales. Net earnings margin increased due to gross margin
expansion. Gross margin increased due to higher pricing and
manufacturing cost savings, partially offset by higher
commodity costs. SG&A as a percentage of net sales was
unchanged as higher marketing spending was offset by
reduced overhead costs.
Baby, Feminine and Family Care net sales increased 4% to
$20.5 billion in 2013 on 5% volume growth. Organic sales
were up 6% on 3% organic volume growth. Pricing added
2% to net sales growth. Unfavorable foreign exchange
reduced net sales by 2%. Global market share of the Baby,
Feminine and Family Care segment decreased 0.2 points.
Volume increased mid-single digits in both developing and
developed regions. Volume in Baby Care increased midsingle digits. Excluding the buyout of our joint venture
partner in Iberia, organic volume increased low-single digits
as a mid-single digit increase in developing regions from
market growth, distribution expansion and innovation, was
partially offset by a low single-digit decrease in developed
regions due to market contraction and competitive
promotional activity, primarily in Western Europe. Global
market share of the baby care category decreased nearly half
a point. Volume in Feminine Care increased mid-single
digits from mid-single-digit growth in developing markets
behind market growth and innovation and high single-digit
increase in developed regions due to the buyout of our joint
venture partner in Iberia. Global market share of the
feminine care category was down half a point. Volume in
Family Care increased mid-single digits primarily due to
market growth and innovation on Charmin and Bounty. In
the U.S., all-outlet share of the family care category was flat.
2014
Change vs
2013
n/a
$20,950
+4%
n/a
+5%
Net sales
+2%
$ 20,479
+4%
Net earnings
$2,940
-4%
$ 3,047
+4%
% of Net Sales
14.0%
(90) bps
14.9%
(10) bps
($ millions)
Volume
2013
Change vs
2012
Baby, Feminine and Family Care net sales increased 2% to
$21.0 billion in 2014 on 4% volume growth. Organic sales
were up 4% on 3% organic volume growth. Price increases
primarily in Baby Care increased net sales by 1%. Unfavorable
foreign exchange reduced net sales by 3%. Global market share
of the Baby, Feminine and Family Care segment decreased 0.3
points. Volume increased low single digits in developed
regions and mid-single digits in developing regions. Volume
in Baby Care increased mid-single digits due to a mid-single
digit increase in developing regions, from market growth and
product innovation, and a mid-single digit increase in
developed regions due to the buyout of our joint venture partner
in Iberia and product innovation in North America, partially
offset by competitive activity. Global market share of the baby
care category decreased slightly. Volume in Feminine Care
increased mid-single digits due to a mid-single digit increase
in developed regions, from the buyout of our joint venture
partner in Iberia and innovation, and a low single digit increase
in developing regions, from market growth and innovation.
Organic volume was up low single digits. Global market share
of the feminine care category decreased less than half a point.
Volume in Family Care increased low single digits due to
product innovation on Charmin and Bounty and lower pricing,
partially offset by competitive activity. In the U.S., all-outlet
share of the family care category decreased less than half point.
Net earnings increased 4% to $3.0 billion due to the increase
in net sales. Net earnings margin was down slightly due to
gross margin expansion offset by a higher effective tax rate.
The increase in gross margin was driven by the impact of
higher pricing and manufacturing and commodity cost
savings, partially offset by unfavorable product and
geographic mix. The effective tax rate increased due to the
geographic mix of earnings.
CORPORATE
($ millions)
2014
Change vs
2013
2013
Change vs
2012
Net sales
$738
+31%
$562
-31%
Net earnings
$(48)
N/A
$(239)
N/A
Corporate includes certain operating and non-operating
activities not allocated to specific business units. These
include: the incidental businesses managed at the corporate
level; financing and investing activities; other general
corporate items; the historical results of certain divested
brands and categories; certain asset impairment charges;
certain balance sheet impacts from significant foreign
exchange devaluations; and certain restructuring-type
activities to maintain a competitive cost structure, including
manufacturing and workforce optimization. Corporate also
includes reconciling items to adjust the accounting policies
used in the segments to U.S. GAAP. The most significant
reconciling item includes income taxes to adjust from
blended statutory tax rates that are reflected in the segments
to the overall Company effective tax rate.
Net sales in Corporate increased by $176 million in 2014.
Corporate net earnings improved by $191 million in 2014
primarily due to reduced net after-tax goodwill and
intangible asset impairment charges (which totaled $290
million in the prior year but were zero in the current period),
lower current year restructuring and overhead spending and
lower overall Company effective tax rate, partially offset by
the holding gain in the prior year from the buyout of our
Iberian joint venture partner. Additional discussion of the
items impacting net earnings in Corporate are included in the
Results of Operations section.
In 2013, net sales in Corporate decreased by $258 million
due to a reduction in sales from P&G Chemicals as a result
of lower commodity prices. Corporate net earnings
improved $1.6 billion primarily due to reduced net after-tax
goodwill and intangible asset impairment charges (which
totaled $1.5 billion in the prior year as compared to $290
million in the current period), along with the 2013 net aftertax holding gain related to the purchase of the balance of our
Iberian joint venture, partially offset by the 2013 charge for
the impact of the Venezuela devaluation. Additional
discussion of the items impacting net earnings in Corporate
are included in the Results of Operations section above.
Productivity and Cost Savings Plan
In 2012, the Company initiated a productivity and cost
savings plan to reduce costs and better leverage scale in the
areas of supply chain, research and development, marketing
and overheads. The plan was designed to accelerate cost
reductions by streamlining management decision making,
manufacturing and other work processes to fund the
Company's growth strategy.
As part of this plan, the Company expects to incur in excess
of $4.5 billion in before-tax restructuring costs over a fiveyear period (from fiscal 2012 through fiscal 2016).
Approximately 62% of the costs have been incurred through
the end of fiscal 2014. Savings generated from the
restructuring costs are difficult to estimate, given the nature
of the activities, the corollary benefits achieved (e.g.,
enrollment reduction achieved via normal attrition), the
timing of the execution and the degree of reinvestment.
Overall, the costs and other non-manufacturing enrollment
reductions are expected to deliver in excess of $2.8 billion in
annual gross savings (before-tax). The cumulative beforetax savings realized through 2014 were approximately $1.4
billion.
35
Restructuring accruals of $381 million as of June 30, 2014,
are classified as current liabilities. Approximately 75% of
the restructuring charges incurred during fiscal 2014 either
have been or will be settled with cash. Consistent with our
historical policies for ongoing restructuring-type activities,
the resulting charges are funded by and included within
Corporate for segment reporting.
Refer to Note 3 to our Consolidated Financial Statements for
more details on the restructuring program.
CASH FLOW, FINANCIAL CONDITION AND
LIQUIDITY
We believe our financial condition continues to be of high
quality, as evidenced by our ability to generate substantial
cash from operations and ready access to capital markets at
competitive rates.
Operating cash flow provides the primary source of cash to
fund operating needs and capital expenditures. Excess
operating cash is used first to fund shareholder dividends.
Other discretionary uses include share repurchases and
acquisitions to complement our portfolio of businesses,
brands and geographies. As necessary, we may supplement
operating cash flow with debt to fund these activities. The
overall cash position of the Company reflects our strong
business results and a global cash management strategy that
takes into account liquidity management, economic factors
and tax considerations.
Operating Cash Flow
Operating cash flow was $14.0 billion in 2014, a 6%
decrease from the prior year, which was primarily driven by
a $1 billion discretionary contribution into a foreign pension
plan. Operating cash flows resulted primarily from net
earnings, adjusted for non-cash items (depreciation and
amortization, stock-based compensation, deferred income
taxes and gains on sale and purchase of businesses) partially
offset by the impact of other operating assets and liabilities.
Working capital changes did not have a significant impact on
operating cash flow in 2014. Reduced accounts receivable
generated $87 million of cash primarily due to improved
collection results, which, along with the timing and mix of
sales late in the period, drove a 1 day decrease in accounts
receivable days sales outstanding. Inventory changes did not
significantly impact operating cash flow as inventory
management improvement efforts offset inventory needed to
support product initiatives and build stock to support
capacity expansions and manufacturing sourcing changes.
Inventory days on hand decreased by 3 days primarily due to
inventory management improvement efforts. Accounts
payable, accrued and other liabilities also did not
significantly impact operating cash flow. Other operating
assets and liabilities utilized $1.6 billion of cash, primarily
driven by $1 billion of cash used for a discretionary
contribution into a foreign pension plan.
36
Operating cash flow was $14.9 billion in 2013, a 12%
increase from the prior year. Operating cash flows resulted
primarily from net earnings, adjusted for non-cash items
(depreciation and amortization, stock-based compensation,
asset impairments, deferred income taxes and gains on sale
and purchase of businesses) and a decrease in working
capital. Increased accounts receivable used $415 million of
cash primarily to fund growth. In addition, accounts
receivable days sales outstanding increased two days due to
the timing and mix of sales late in the period and foreign
exchange impacts. Increased inventory used $225 million of
cash to support product initiatives and to build stock to
support capacity expansions and manufacturing sourcing
changes, partially offset by inventory management
improvement efforts. Inventory days on hand increased by
one day primarily due to foreign exchange impacts.
Increased accounts payable, accrued and other liabilities
generated $1.3 billion of cash primarily due to an increase in
marketing accruals from increased advertising and other
marketing costs.
Free Cash Flow. We view free cash flow as an important
measure because it is a factor impacting the amount of cash
available for dividends, share repurchases, acquisitions and
other discretionary investment. It is defined as operating
cash flow less capital expenditures and is one of the
measures used to evaluate senior management and determine
their at-risk compensation.
Free cash flow was $10.1 billion in 2014, a decrease of 7%
versus the prior year. The decrease was driven by the
decrease in operating cash flows, which was primarily due to
a $1 billion discretionary contribution into a foreign pension
plan. Free cash flow productivity, defined as the ratio of free
cash flow to net earnings, was 86% in 2014.
Free cash flow was $10.9 billion in 2013, an increase of 17%
versus the prior year. The increase was driven by the
increase in operating cash flows. Free cash flow
productivity, defined as the ratio of free cash flow to net
earnings, was 95% in 2013.
Investing Cash Flows
Net investing activities consumed $4.1 billion in cash in
2014 mainly due to capital spending and cash paid for
investments in available-for-sale securities, partially offset
by asset sales.
Net investing activities consumed $6.3 billion in cash in
2013 mainly due to capital spending, cash paid for
acquisitions and investments in available-for-sale securities,
partially offset by asset sales.
Capital Spending. We manage capital spending to support
our business growth plans and have cost controls to deliver
our cash generation targets. Capital expenditures, primarily
to support capacity expansion, innovation and cost savings,
were $3.8 billion in 2014 and $4.0 billion in 2013. Capital
spending as a percentage of net sales decreased 30 basis
points to 4.6% in 2014. Capital spending as a percentage of
net sales in 2013 increased 10 basis points to 4.9%.
Acquisitions. Acquisition activity was not material in 2014.
Acquisitions used $1.1 billion of cash in 2013 primarily for
the acquisition of our partner's interest in a joint venture in
Iberia.
Proceeds from Divestitures and Other Asset Sales.
Proceeds from asset sales contributed $570 million in cash in
2014 mainly due to minor brand divestiture activities,
including MDVIP, the Pert business in Latin America, and
the bleach business in CEEMEA and Latin America.
Proceeds from asset sales contributed $584 million in cash in
2013 mainly due to the divestitures of the bleach business in
Italy and the Braun household appliances business.
Financing Cash Flows
Dividend Payments. Our first discretionary use of cash is
dividend payments. Dividends per common share increased
7% to $2.45 per share in 2014. Total dividend payments to
common and preferred shareholders were $6.9 billion in
2014 and $6.5 billion in 2013. In April 2014, the Board of
Directors declared an increase in our quarterly dividend
from $0.6015 to $0.6436 per share on Common Stock and
Series A and B ESOP Convertible Class A Preferred Stock.
This represents a 7% increase compared to the prior
quarterly dividend and is the 58th consecutive year that our
dividend has increased. We have paid a dividend in every
year since our incorporation in 1890.
Long-Term and Short-Term Debt. We maintain debt levels
we consider appropriate after evaluating a number of factors,
including cash flow expectations, cash requirements for
ongoing operations, investment and financing plans
(including acquisitions and share repurchase activities) and
the overall cost of capital. Total debt was $35.4 billion as of
June 30, 2014 and $31.5 billion as of June 30, 2013. Our
total debt increased in 2014 mainly due to debt issuances
and an increase in commercial paper outstanding, partially
offset by bond maturities.
Treasury Purchases. Total share repurchases were $6.0
billion in 2014 and 2013.
Liquidity
At June 30, 2014, our current liabilities exceeded current
assets by $2.1 billion ($4.3 billion, excluding current assets
and current liabilities of the Pet Care business held for sale),
largely due to short-term borrowings under our commercial
paper program. We anticipate being able to support our
short-term liquidity and operating needs largely through cash
generated from operations. The Company regularly assesses
its cash needs and the available sources to fund these needs.
The majority of our cash is held off-shore by foreign
subsidiaries, but we do not expect restrictions or taxes on
repatriation of cash held outside of the United States to have
a material effect on our overall liquidity, financial condition
or the results of operations for the foreseeable future. We
utilize short- and long-term debt to fund discretionary items,
such as acquisitions and share repurchases. We have strong
short- and long-term debt ratings, which have enabled and
should continue to enable us to refinance our debt as it
becomes due at favorable rates in commercial paper and
bond markets. In addition, we have agreements with a
diverse group of financial institutions that, if needed, should
provide sufficient credit funding to meet short-term
financing requirements.
On June 30, 2014, our short-term credit ratings were P-1
(Moody's) and A-1+ (Standard & Poor's), while our longterm credit ratings are Aa3 (Moody's) and AA- (Standard &
Poor's), all with a stable outlook.
We maintain bank credit facilities to support our ongoing
commercial paper program. The current facility is an $11.0
billion facility split between a $7.0 billion 5-year facility and
a $4.0 billion 364-day facility, which expire in August 2018
and July 2015, respectively. The 364-day facility can be
extended for certain periods of time as specified in, and in
accordance with, the terms of the credit agreement. These
facilities are currently undrawn and we anticipate that they
will remain largely undrawn for the foreseeable future.
These credit facilities do not have cross-default or ratings
triggers, nor do they have material adverse events clauses,
except at the time of signing. In addition to these credit
facilities, we have an automatically effective registration
statement on Form S-3 filed with the SEC that is available
for registered offerings of short- or long-term debt securities.
Guarantees and Other Off-Balance Sheet Arrangements
We do not have guarantees or other off-balance sheet
financing arrangements, including variable interest entities,
which we believe could have a material impact on financial
condition or liquidity.
37
38
Contractual Commitments
The following table provides information on the amount and payable date of our contractual commitments as of June 30, 2014.
($ millions)
Total
Less Than
1 Year
$ 35,229
$ 15,576
3,939
$ 11,323
83
19
34
23
7
37
37
—
—
—
7,929
831
1,385
1,195
4,518
1,944
288
509
404
743
817
264
553
—
—
1-3 Years
3-5 Years
After
5 Years
RECORDED LIABILITIES
Total debt
Capital leases
(1)
Uncertain tax positions
OTHER
Interest payments relating to long-term debt
(2)
Operating leases
Minimum pension funding(3)
(4)
Purchase obligations
TOTAL CONTRACTUAL COMMITMENTS
(1)
(2)
(3)
(4)
$
4,391
$
1,985
1,068
432
164
321
48,024
18,083
7,304
5,725
16,912
As of June 30, 2014, the Company's Consolidated Balance Sheet reflects a liability for uncertain tax positions of $1.9 billion, including
$443 million of interest and penalties. Due to the high degree of uncertainty regarding the timing of future cash outflows of liabilities for
uncertain tax positions beyond one year, a reasonable estimate of the period of cash settlement beyond twelve months from the balance
sheet date of June 30, 2014, cannot be made.
Operating lease obligations are shown net of guaranteed sublease income.
Represents future pension payments to comply with local funding requirements. These future pension payments assume the Company
continues to meet its future statutory funding requirements. Considering the current economic environment in which the Company
operates, the Company believes its cash flows are adequate to meet the future statutory funding requirements. The projected payments
beyond fiscal year 2017 are not currently determinable.
Primarily reflects future contractual payments under various take-or-pay arrangements entered into as part of the normal course of
business. Commitments made under take-or-pay obligations represent future purchases in line with expected usage to obtain favorable
pricing. Approximately 19% relates to service contracts for information technology, human resources management and facilities
management activities that have been outsourced. While the amounts listed represent contractual obligations, we do not believe it is
likely that the full contractual amount would be paid if the underlying contracts were canceled prior to maturity. In such cases, we
generally are able to negotiate new contracts or cancellation penalties, resulting in a reduced payment. The amounts do not include other
contractual purchase obligations that are not take-or-pay arrangements. Such contractual purchase obligations are primarily purchase
orders at fair value that are part of normal operations and are reflected in historical operating cash flow trends. We do not believe such
purchase obligations will adversely affect our liquidity position.
SIGNIFICANT ACCOUNTING POLICIES AND
ESTIMATES
In preparing our financial statements in accordance with
U.S. GAAP, there are certain accounting policies that may
require a choice between acceptable accounting methods or
may require substantial judgment or estimation in their
application. These include income taxes, certain employee
benefits and goodwill and intangible assets. We believe
these accounting policies, and others set forth in Note 1 to
the Consolidated Financial Statements, should be reviewed
as they are integral to understanding the results of operations
and financial condition of the Company.
The Company has discussed the selection of significant
accounting policies and the effect of estimates with the Audit
Committee of the Company's Board of Directors.
Income Taxes
Our annual tax rate is determined based on our income,
statutory tax rates and the tax impacts of items treated
differently for tax purposes than for financial reporting
purposes. Tax law requires certain items be included in the
tax return at different times than the items are reflected in
the financial statements. Some of these differences are
permanent, such as expenses that are not deductible in our
tax return, and some differences are temporary, reversing
over time, such as depreciation expense. These temporary
differences create deferred tax assets and liabilities.
Deferred tax assets generally represent the tax effect of items
that can be used as a tax deduction or credit in future years
for which we have already recorded the tax benefit in our
income statement or net operating loss carryforwards that
can be utilized to reduce future taxes. Deferred tax liabilities
generally represent tax expense recognized in our financial
statements for which payment has been deferred, the tax
effect of expenditures for which a deduction has already
been taken in our tax return but has not yet been recognized
in our financial statements or assets recorded at fair value in
business combinations for which there was no corresponding
tax basis adjustment.
Inherent in determining our annual tax rate are judgments
regarding business plans, planning opportunities and
expectations about future outcomes. Realization of certain
deferred tax assets, primarily net operating loss and other
carryforwards, is dependent upon generating sufficient
taxable income in the appropriate jurisdiction prior to the
expiration of the carryforward periods. Although realization
is not assured, management believes it is more likely than
not that our deferred tax assets, net of valuation allowances,
will be realized.
We operate in multiple jurisdictions with complex tax policy
and regulatory environments. In certain of these
jurisdictions, we may take tax positions that management
believes are supportable, but are potentially subject to
successful challenge by the applicable taxing authority.
These interpretational differences with the respective
governmental taxing authorities can be impacted by the local
economic and fiscal environment. We evaluate our tax
positions and establish liabilities in accordance with the
applicable accounting guidance on uncertainty in income
taxes. We review these tax uncertainties in light of changing
facts and circumstances, such as the progress of tax audits,
and adjust them accordingly. We have a number of audits in
process in various jurisdictions. Although the resolution of
these tax positions is uncertain, based on currently available
information, we believe that the ultimate outcomes will not
have a material adverse effect on our financial position,
results of operations or cash flows.
Because there are a number of estimates and assumptions
inherent in calculating the various components of our tax
provision, certain changes or future events such as changes
in tax legislation, geographic mix of earnings, completion of
tax audits or earnings repatriation plans could have an
impact on those estimates and our effective tax rate. For
additional details on the Company's income taxes, see Note
10 to the Consolidated Financial Statements.
Employee Benefits
We sponsor various post-employment benefits throughout
the world. These include pension plans, both defined
contribution plans and defined benefit plans, and other postemployment benefit (OPEB) plans, consisting primarily of
health care and life insurance for retirees. For accounting
purposes, the defined benefit pension and OPEB plans
require assumptions to estimate the projected and
accumulated benefit obligations, including the following
variables: discount rate; expected salary increases; certain
employee-related factors, such as turnover, retirement age
and mortality; expected return on assets; and health care cost
trend rates. These and other assumptions affect the annual
expense and obligations recognized for the underlying plans.
Our assumptions reflect our historical experiences and
management's best judgment regarding future expectations.
As permitted by U.S. GAAP, the net amount by which actual
results differ from our assumptions is deferred. If this net
deferred amount exceeds 10% of the greater of plan assets or
liabilities, a portion of the deferred amount is included in
39
expense for the following year. The cost or benefit of plan
changes, such as increasing or decreasing benefits for prior
employee service (prior service cost), is deferred and
included in expense on a straight-line basis over the average
remaining service period of the employees expected to
receive benefits.
The expected return on plan assets assumption impacts our
defined benefit expense, since many of our defined benefit
pension plans and our primary OPEB plan are partially
funded. The process for setting the expected rates of return
is described in Note 9 to the Consolidated Financial
Statements. For 2014, the average return on assets
assumptions for pension plan assets and OPEB assets was
7.2% and 8.3%, respectively. A change in the rate of return
of 100 basis points for both pension and OPEB assets would
impact annual after-tax benefit expense by approximately
$111 million.
Since pension and OPEB liabilities are measured on a
discounted basis, the discount rate impacts our plan
obligations and expenses. Discount rates used for our U.S.
defined benefit pension and OPEB plans are based on a yield
curve constructed from a portfolio of high quality bonds for
which the timing and amount of cash outflows approximate
the estimated payouts of the plan. For our international
plans, the discount rates are set by benchmarking against
investment grade corporate bonds rated AA or better. The
average discount rate on the defined benefit pension plans
and OPEB plans of 3.5% and 4.4%, respectively, represents
a weighted average of local rates in countries where such
plans exist. A 100-basis point change in the pension
discount rate would impact annual after-tax defined benefit
pension expense by approximately $197 million. A change
in the OPEB discount rate of 100 basis points would impact
annual after-tax OPEB expense by approximately $79
million. For additional details on our defined benefit
pension and OPEB plans, see Note 9 to the Consolidated
Financial Statements.
Goodwill and Intangible Assets
Significant judgment is required to estimate the fair value of
intangible assets and in assigning their respective useful
lives. Accordingly, we typically obtain the assistance of
third-party valuation specialists for significant tangible and
intangible assets. The fair value estimates are based on
available historical information and on future expectations
and assumptions deemed reasonable by management, but are
inherently uncertain.
We typically use an income method to estimate the fair value
of intangible assets, which is based on forecasts of the
expected future cash flows attributable to the respective
assets. Significant estimates and assumptions inherent in the
valuations reflect a consideration of other marketplace
participants, and include the amount and timing of future
cash flows (including expected growth rates and
profitability), the underlying product or technology life
cycles, economic barriers to entry, a brand's relative market
position and the discount rate applied to the cash flows.
40
Unanticipated market or macroeconomic events and
circumstances may occur, which could affect the accuracy or
validity of the estimates and assumptions.
Determining the useful life of an intangible asset also
requires judgment. Certain brand intangible assets are
expected to have indefinite lives based on their history and
our plans to continue to support and build the acquired
brands. Other acquired intangible assets (e.g., certain
trademarks or brands, customer relationships, patents and
technologies) are expected to have determinable useful lives.
Our assessment as to brands that have an indefinite life and
those that have a determinable life is based on a number of
factors including competitive environment, market share,
brand history, underlying product life cycles, operating plans
and the macroeconomic environment of the countries in
which the brands are sold. Our estimates of the useful lives
of determinable-lived intangible assets are primarily based
on these same factors. All of our acquired technology and
customer-related intangible assets are expected to have
determinable useful lives.
The costs of determinable-lived intangible assets are
amortized to expense over their estimated lives. The value
of indefinite-lived intangible assets and residual goodwill is
not amortized, but is tested at least annually for impairment.
Our impairment testing for goodwill is performed separately
from our impairment testing of indefinite-lived intangible
assets. We test goodwill for impairment by reviewing the
book value compared to the fair value at the reporting unit
level. We test individual indefinite-lived intangible assets by
comparing the book values of each asset to the estimated fair
value. We determine the fair value of our reporting units and
indefinite-lived intangible assets based on the income
approach. Under the income approach, we calculate the fair
value of our reporting units and indefinite-lived intangible
assets based on the present value of estimated future cash
flows. Considerable management judgment is necessary to
evaluate the impact of operating and macroeconomic
changes and to estimate future cash flows to measure fair
value. Assumptions used in our impairment evaluations,
such as forecasted growth rates and cost of capital, are
consistent with internal projections and operating plans. We
believe such assumptions and estimates are also comparable
to those that would be used by other marketplace
participants.
With the exception of our Appliances, Batteries and Salon
Professional businesses, all of our reporting units have fair
values that significantly exceed recorded values. However,
future changes in the judgments, assumptions and estimates
that are used in our impairment testing for goodwill and
indefinite-lived intangible assets, including discount and tax
rates or future cash flow projections, could result in
significantly different estimates of the fair values. In
addition, any potential change in the strategic plans for these
businesses due to the refocusing of our business portfolio
could impact these judgments, assumptions, and estimates,
in turn, impacting our fair value. A significant reduction in
the estimated fair values could result in impairment charges
that could materially affect the financial statements in any
given year. The recorded value of goodwill and intangible
assets from recently impaired businesses and recently
acquired businesses are derived from more recent business
operating plans and macroeconomic environmental
conditions and therefore are more susceptible to an adverse
change that could require an impairment charge.
The results of our impairment testing during fiscal 2012
indicated that the estimated fair values of our Appliances and
Salon Professional reporting units were less than their
respective carrying amounts. Therefore, we recorded a noncash before- and after-tax impairment charge of $1.3 billion
in fiscal 2012. Additionally, our impairment testing for
indefinite-lived intangible assets during fiscal 2012 indicated
a decline in the fair value of our Koleston Perfect and Wella
trade name intangible assets below their respective carrying
values. This resulted in a non-cash, before-tax impairment
charge of $246 million ($173 million after-tax) to reduce the
carrying amounts of these assets to their estimated fair
values.
During the fourth quarter of fiscal 2013, the estimated fair
value of our Appliances reporting units declined further,
below the carrying amount resulting from the fiscal 2012
impairment. Therefore, we recorded an additional non-cash
before and after-tax impairment charge of $259 million in
fiscal 2013. Additionally, our fourth quarter 2013
impairment testing for Appliances indicated a decline in the
fair value of our Braun trade name intangible asset below its
carrying value. This resulted in a non-cash, before-tax
impairment charge of $49 million ($31 million after-tax) to
reduce the carrying amount of this asset to its estimated fair
value.
The Appliances business was acquired as part of the Gillette
acquisition in 2005 and the Salon Professional business
consists primarily of operations acquired in the Wella
acquisition in 2004. Both businesses are stand-alone
reporting units. These businesses represent some of our
more discretionary consumer spending categories. Because
of this, their operations and underlying fair values were
disproportionately impacted by the economic downturn that
began in fiscal 2009, which led to a reduction in home and
personal grooming appliance purchases and in visits to hair
salons that drove the fiscal 2012 impairment. The additional
impairment of the Appliances business in fiscal 2013 was
due to the devaluation of currency in Japan, a key country
that generates a significant portion of the earnings of the
Appliances business, relative to the currencies in which the
underlying net assets are recorded. As of June 30, 2014, the
Appliances business has remaining goodwill of $317 million
and remaining intangible assets of $875 million, while the
Salon Professional business has remaining goodwill of $436
million and remaining intangible assets of $726 million. As
a result of the impairments, the estimated fair value of our
Appliances business and the Salon Professional business
slightly exceed their respective carrying values. Our fiscal
2014 valuations of the Appliances and Salon Professional
businesses has them returning to sales and earnings growth
rates consistent with our long-term business plans. Changes
to or a failure to achieve these business plans or a further
deterioration of the macroeconomic conditions could result
in a valuation that would trigger an additional impairment of
the goodwill and intangible assets of these businesses.
The results of our annual goodwill impairment testing during
fiscal 2014 indicated a decline in the fair value of the
Batteries reporting unit due to lower long-term market
growth assumptions in certain key geographies. The
estimated fair value of Batteries continues to exceed its
underlying carrying value, but the fair value cushion has
been reduced to about 5%. As of June 30, 2014, the
Batteries business has goodwill of $2.6 billion and intangible
assets of $2.4 billion. The actual Batteries business results
for the year ended June 30, 2014 were in line with the 2014
projections used in our annual goodwill and intangible asset
impairment testing.
The business unit valuations used to test goodwill and
intangible assets for impairment are dependent on a number
of significant estimates and assumptions, including
macroeconomic conditions, overall category growth rates,
competitive activities, cost containment and margin
expansion and Company business plans. We believe these
estimates and assumptions are reasonable. However, actual
events and results of the Batteries reporting unit could differ
substantially from those used in our valuations. To the
extent such factors result in a further reduction of the level
of projected cash flows used to estimate the Batteries
reporting unit fair value, we may need to record non-cash
impairment charges in the future.
In addition, in the fourth quarter of the year ended June 30,
2014, a key competitor announced its intent to split its
consolidated business into two separate companies during
2015. One of those companies would operate primarily in
the batteries category. While this proposed transaction has
not been consummated, initial independent third party
estimates of the competitor’s stand-alone batteries business
valuation are well below the earnings multiple implied from
the valuation of our batteries business. We attribute the
implied valuation differences to our more favorable business
trends, primarily organic net sales and share growth, along
with scale dis-synergies, general market uncertainty
regarding the capabilities and competitiveness of a standalone company and lack of a control premium. In addition,
the Company conducts a regular portfolio review of its
businesses to assess long-term strategic fit. If our portfolio
review process were to result in a decision to divest the
batteries business, a divestiture could result in a loss that
could be material if potential acquirers utilize valuations
consistent with those indicated above for the key competitor.
See Note 2 to our Consolidated Financial Statements for
additional discussion on goodwill and intangible asset
impairment testing results.
41
New Accounting Pronouncements
In May 2014, the FASB issued ASU 2014-09, “Revenue
from Contracts with Customers (Topic 606).” This guidance
outlines a single, comprehensive model for accounting for
revenue from contracts with customers. We will adopt the
standard on July 1, 2017. We are evaluating the impact, if
any, that the standard will have on our financial statements.
No other new accounting pronouncement issued or effective
during the fiscal year had or is expected to have a material
impact on the Consolidated Financial Statements.
OTHER INFORMATION
Hedging and Derivative Financial Instruments
As a multinational company with diverse product offerings,
we are exposed to market risks, such as changes in interest
rates, currency exchange rates and commodity prices. We
evaluate exposures on a centralized basis to take advantage
of natural exposure correlation and netting. Except within
financing operations, we leverage the Company's broadly
diversified portfolio of exposures as a natural hedge and
prioritize operational hedging activities over financial
market instruments. To the extent we choose to further
manage volatility associated with the net exposures, we enter
into various financial transactions which we account for
using the applicable accounting guidance for derivative
instruments and hedging activities. These financial
transactions are governed by our policies covering
acceptable counterparty exposure, instrument types and
other hedging practices. Note 5 to the Consolidated
Financial Statements includes a detailed discussion of our
accounting policies for financial instruments.
Derivative positions can be monitored using techniques
including market valuation, sensitivity analysis and value-atrisk modeling. The tests for interest rate, currency rate and
commodity derivative positions discussed below are based
on the CorporateManager™ value-at-risk model using a oneyear horizon and a 95% confidence level. The model
incorporates the impact of correlation (the degree to which
exposures move together over time) and diversification
(from holding multiple currency, commodity and interest
rate instruments) and assumes that financial returns are
normally distributed. Estimates of volatility and correlations
of market factors are drawn from the RiskMetrics™ dataset
as of June 30, 2014. In cases where data is unavailable in
RiskMetrics™, a reasonable proxy is included.
Our market risk exposures relative to interest rates, currency
rates and commodity prices, as discussed below, have not
changed materially versus the previous reporting period. In
addition, we are not aware of any facts or circumstances that
would significantly impact such exposures in the near term.
Interest Rate Exposure on Financial Instruments. Interest
rate swaps are used to hedge exposures to interest rate
movement on underlying debt obligations. Certain interest
rate swaps denominated in foreign currencies are designated
to hedge exposures to currency exchange rate movements on
42
our investments in foreign operations. These currency
interest rate swaps are designated as hedges of the
Company's foreign net investments.
Based on our interest rate exposure as of and during the year
ended June 30, 2014, including derivative and other
instruments sensitive to interest rates, we believe a near-term
change in interest rates, at a 95% confidence level based on
historical interest rate movements, would not materially
affect our financial statements.
Currency Rate Exposure on Financial Instruments.
Because we manufacture and sell products and finance
operations in a number of countries throughout the world,
we are exposed to the impact on revenue and expenses of
movements in currency exchange rates. Corporate policy
prescribes the range of allowable hedging activity. To
manage the exchange rate risk associated with our financing
operations, we primarily use forward contracts with
maturities of less than 18 months. In addition, we enter into
certain currency swaps with maturities of up to five years to
hedge our exposure to exchange rate movements on
intercompany financing transactions.
Based on our currency rate exposure on derivative and other
instruments as of and during the year ended June 30, 2014,
we believe, at a 95% confidence level based on historical
currency rate movements, the impact of a near-term change
in currency rates would not materially affect our financial
statements.
Commodity Price Exposure on Financial Instruments. We
use raw materials that are subject to price volatility caused
by weather, supply conditions, political and economic
variables and other unpredictable factors. We may use
futures, options and swap contracts to manage the volatility
related to the above exposures.
As of and during the years ended June 30, 2014 and June 30,
2013, we did not have any commodity hedging activity.
Measures Not Defined By U.S. GAAP
Our discussion of financial results includes several "nonGAAP" financial measures. We believe these measures
provide our investors with additional information about our
underlying results and trends, as well as insight to some of
the metrics used to evaluate management. When used in
MD&A, we have provided the comparable GAAP measure
in the discussion. These measures include:
Organic Sales Growth. Organic sales growth is a nonGAAP measure of sales growth excluding the impacts of
acquisitions, divestitures and foreign exchange from yearover-year comparisons. We believe this provides investors
with a more complete understanding of underlying sales
trends by providing sales growth on a consistent basis.
Organic sales is also one of the measures used to evaluate
senior management and is a factor in determining their atrisk compensation.
The following tables provide a numerical reconciliation of
organic sales growth to reported net sales growth:
Year ended
June 30, 2014
Net Sales
Growth
Foreign
Exchange
Impact
Acquisition/
Divestiture
Impact*
Organic
Sales
Growth
-2%
2%
0%
0%
Grooming
0%
3%
0%
3%
Health Care
1%
1%
0%
2%
Fabric Care
and Home
Care
1%
3%
0%
4%
2%
3%
-1%
4%
1%
2%
0%
3%
Beauty
Baby,
Feminine and
Family Care
TOTAL
COMPANY
Year ended
June 30, 2013
Net Sales
Growth
Foreign
Exchange
Impact
Beauty
-2%
2%
Grooming
Acquisition/
Divestiture
Impact*
Organic
Sales
Growth
1%
1%
-4%
4%
2%
2%
Health Care
6%
3%
-2%
7%
Fabric Care
and Home
Care
1%
3%
0%
4%
4%
2%
0%
6%
1%
2%
0%
3%
Baby,
Feminine and
Family Care
TOTAL
COMPANY
* Acquisition/Divestiture Impact includes rounding impacts
necessary to reconcile net sales to organic sales.
Core EPS. This is a measure of the Company's diluted net
earnings per share from continuing operations excluding
certain items that are not judged to be part of the Company's
sustainable results or trends. This includes charges in 2014,
2013 and 2012 for incremental restructuring due to increased
focus on productivity and cost savings, charges in 2014 and
2013 for the balance sheet impacts from foreign exchange
policy changes and the devaluations of the official foreign
currency exchange rate in Venezuela, charges in 2014, 2013
and 2012 related to pending European legal matters, a
holding gain in 2013 on the purchase of the balance of our
Iberian joint venture (JV), and impairment charges in 2013
and 2012 for goodwill and indefinite-lived intangible assets.
We do not view these items to be part of our sustainable
results. We believe the Core EPS measure provides an
important perspective of underlying business trends and
results and provides a more comparable measure of year-onyear earnings per share growth. Core EPS is also one of the
measures used to evaluate senior management and is a factor
in determining their at-risk compensation.
The table below provides a reconciliation of reported diluted
net earnings per share from continuing operations to Core
EPS:
Years ended June 30
2014
Diluted net earnings per
share - continuing
operations
2013
2012
$ 3.98
$ 3.83
$ 3.06
Incremental restructuring
charges
0.12
0.18
0.20
Venezuela balance sheet
devaluation Impacts
0.09
0.08
—
Charges for pending
European legal matters
0.02
0.05
0.03
Gain on purchase of
balance of Iberian JV
—
(0.21)
Impairment charges
—
0.10
0.51
0.01
(0.01)
(0.01)
4.22
4.02
3.79
Rounding
CORE EPS
5%
Core EPS Growth
—
6%
(1)%
Note - All reconciling items are presented net of tax. Tax effects are
calculated consistent with the nature of the underlying transaction.
Free Cash Flow. Free cash flow is defined as operating
cash flow less capital spending. We view free cash flow as
an important measure because it is one factor in determining
the amount of cash available for dividends, share
repurchases, acquisitions and other discretionary
investments. Free cash flow is also one of the measures used
to evaluate senior management and is a factor in determining
Free Cash Flow Productivity. Free cash flow productivity
is defined as the ratio of free cash flow to net earnings. Free
cash flow productivity is also one of the measures used to
evaluate senior management and is a factor in determining
The following table provides a numerical reconciliation of
free cash flow and free cash flow productivity ($ millions):
Operating Capital
Free
Net
Cash Flow Spending Cash Flow Earnings
Free
Cash Flow
Productivity
2014 $ 13,958 $ (3,848) $ 10,110 $ 11,785
86%
2013
14,873
(4,008)
10,865
11,402
95 %
2012
13,284
(3,964)
9,320
10,904
85 %
Item 7A. Quantitative and Qualitative Disclosures About
Market Risk.
The information required by this item is incorporated by
reference to the section entitled Other Information under
Management's Disclosure and Analysis, and Note 5 to the
Consolidated Financial Statements.
43
44
Item 8. Financial Statements and Supplementary Data.
MANAGEMENT'S RESPONSIBILITY FOR
FINANCIAL REPORTING
At The Procter & Gamble Company, we take great pride in
our long history of doing what's right. If you analyze what's
made our Company successful over the years, you may focus
on our brands, our marketing strategies, our organization
design and our ability to innovate. But if you really want to
get at what drives our Company's success, the place to look is
our people. Our people are deeply committed to our Purpose,
Values and Principles. It is this commitment to doing what's
right that unites us.
This commitment to doing what's right is embodied in our
financial reporting. High-quality financial reporting is our
responsibility, one we execute with integrity, and within both
the letter and spirit of the law.
High-quality financial reporting is characterized by accuracy,
objectivity and transparency. Management is responsible for
maintaining an effective system of internal controls over
financial reporting to deliver those characteristics in all
material respects. The Board of Directors, through its Audit
Committee, provides oversight. We have engaged Deloitte &
Touche LLP to audit our Consolidated Financial Statements,
on which they have issued an unqualified opinion.
Our commitment to providing timely, accurate and
understandable information to investors encompasses:
Communicating expectations to employees. Every
employee, from senior management on down, is required to
be trained on the Company's Worldwide Business Conduct
Manual, which sets forth the Company's commitment to
conduct its business affairs with high ethical standards. Every
employee is held personally accountable for compliance and
is provided several means of reporting any concerns about
violations of the Worldwide Business Conduct Manual,
which is available on our website at www.pg.com.
Maintaining a strong internal control environment. Our
system of internal controls includes written policies and
procedures, segregation of duties and the careful selection
and development of employees. The system is designed to
provide reasonable assurance that transactions are executed
as authorized and appropriately recorded, that assets are
safeguarded and that accounting records are sufficiently
reliable to permit the preparation of financial statements
conforming in all material respects with accounting
principles generally accepted in the United States of
America. We monitor these internal controls through control
self-assessments conducted by business unit management. In
addition to performing financial and compliance audits
around the world, our Global Internal Audit organization
provides training and continuously improves internal control
processes. Appropriate actions are taken by management to
correct any identified control deficiencies.
Executing financial stewardship. We maintain specific
programs and activities to ensure that employees understand
their fiduciary responsibilities to shareholders. This ongoing
effort encompasses financial discipline in strategic and daily
business decisions and brings particular focus to maintaining
accurate financial reporting and effective controls through
process improvement, skill development and oversight.
Exerting rigorous oversight of the business. We
continuously review business results and strategic choices.
Our Global Leadership Council is actively involved - from
understanding strategies to reviewing key initiatives,
financial performance and control assessments. The intent is
to ensure we remain objective, identify potential issues,
continuously challenge each other and ensure recognition and
rewards are appropriately aligned with results.
Engaging our Disclosure Committee. We maintain
disclosure controls and procedures designed to ensure that
information required to be disclosed is recorded, processed,
summarized and reported timely and accurately. Our
Disclosure Committee is a group of senior-level executives
responsible for evaluating disclosure implications of
significant business activities and events. The Committee
reports its findings to the CEO and CFO, providing an
effective process to evaluate our external disclosure
obligations.
Strong and effective corporate governance from our Board
of Directors. We have an active, capable and diligent Board
that meets the required standards for independence, and we
welcome the Board's oversight. Our Audit Committee
comprises independent directors with significant financial
knowledge and experience. We review significant accounting
policies, financial reporting and internal control matters with
them and encourage their independent discussions with
external auditors. Our corporate governance guidelines, as
well as the charter of the Audit Committee and certain other
committees of our Board, are available on our website at
www.pg.com.
P&G has a strong history of doing what's right. Our
employees embrace our Purpose, Values and Principles. We
take responsibility for the quality and accuracy of our
financial reporting. We present this information proudly, with
the expectation that those who use it will understand our
Company, recognize our commitment to performance with
integrity and share our confidence in P&G's future.
/s/ A. G. Lafley
A. G. Lafley
Chairman of the Board, President and Chief Executive
Officer
/s/ Jon R. Moeller
Jon R. Moeller
45
MANAGEMENT'S REPORT ON INTERNAL
CONTROL OVER FINANCIAL REPORTING
REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
Management is responsible for establishing and maintaining
adequate internal control over financial reporting of The
Procter & Gamble Company (as defined in Rule 13a-15(f)
under the Securities Exchange Act of 1934, as amended). Our
internal control over financial reporting is designed to
provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted
accounting principles in the United States of America.
To the Board of Directors and Stockholders of
Strong internal controls is an objective that is reinforced
through our Worldwide Business Conduct Manual, which sets
forth our commitment to conduct business with integrity, and
within both the letter and the spirit of the law. The
Company's internal control over financial reporting includes
a Control Self-Assessment Program that is conducted
annually for critical financial reporting areas of the Company
and is audited by the internal audit function. Management
takes the appropriate action to correct any identified control
deficiencies. Because of its inherent limitations, any system
of internal control over financial reporting, no matter how
well designed, may not prevent or detect misstatements due
to the possibility that a control can be circumvented or
overridden or that misstatements due to error or fraud may
occur that are not detected. Also, because of changes in
conditions, internal control effectiveness may vary over time.
Management assessed the effectiveness of the Company's
internal control over financial reporting as of June 30, 2014,
using criteria established in Internal Control - Integrated
Framework (1992) issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) and
concluded that the Company maintained effective internal
control over financial reporting as of June 30, 2014, based on
these criteria.
Deloitte & Touche LLP, an independent registered public
accounting firm, has audited the effectiveness of the
Company's internal control over financial reporting as of
June 30, 2014, as stated in their report which is included
herein.
/s/ A. G. Lafley
A. G. Lafley
Chairman of the Board, President and Chief Executive
Officer
/s/ Jon R. Moeller
Jon R. Moeller
August 8, 2014
We have audited the accompanying Consolidated Balance
Sheets of The Procter & Gamble Company and subsidiaries
(the "Company") as of June 30, 2014 and 2013, and the
related Consolidated Statements of Earnings, Comprehensive
Income, Shareholders' Equity and Cash Flows for each of the
three years in the period ended June 30, 2014. These
financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with the standards of
the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting
principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such Consolidated Financial Statements
present fairly, in all material respects, the financial position
of the Company at June 30, 2014 and 2013, and the results of
its operations and cash flows for each of the three years in
the period ended June 30, 2014, in conformity with
of America.
We have also audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United
States), the Company's internal control over financial
reporting as of June 30, 2014, based on the criteria
established in Internal Control - Integrated Framework
(1992) issued by the Committee of Sponsoring Organizations
of the Treadway Commission and our report dated August 8,
2014 expressed an unqualified opinion on the Company's
internal control over financial reporting.
/s/ Deloitte & Touche LLP
Cincinnati, Ohio
August 8, 2014
46
REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
To the Board of Directors and Stockholders of
We have audited the internal control over financial reporting
of The Procter & Gamble Company and subsidiaries (the
"Company") as of June 30, 2014, based on criteria
established in Internal Control - Integrated Framework
(1992) issued by the Committee of Sponsoring Organizations
of the Treadway Commission. The Company's management
is responsible for maintaining effective internal control over
financial reporting and for its assessment of the effectiveness
of internal control over financial reporting, included in
Management's Report on Internal Control over Financial
Reporting. Our responsibility is to express an opinion on the
Company's internal control over financial reporting based on
our audit.
We conducted our audit in accordance with the standards of
the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether
effective internal control over financial reporting was
maintained in all material respects. Our audit included
obtaining an understanding of internal control over financial
reporting, assessing the risk that a material weakness exists,
testing and evaluating the design and operating effectiveness
of internal control based on the assessed risk, and performing
such other procedures as we considered necessary in the
circumstances. We believe that our audit provides a
reasonable basis for our opinion.
A company's internal control over financial reporting is a
process designed by, or under the supervision of, the
company's principal executive and principal financial
officers, or persons performing similar functions, and
effected by the company's board of directors, management,
and other personnel to provide reasonable assurance
regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A
company's internal control over financial reporting includes
those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of the
assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation
of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of
the company are being made only in accordance with
authorizations of management and directors of the company;
and (3) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use, or
disposition of the company's assets that could have a material
effect on the financial statements.
Because of the inherent limitations of internal control over
financial reporting, including the possibility of collusion or
improper management override of controls, material
misstatements due to error or fraud may not be prevented or
detected on a timely basis. Also, projections of any
evaluation of the effectiveness of the internal control over
financial reporting to future periods are subject to the risk
that the controls may become inadequate because of changes
in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
In our opinion, the Company maintained, in all material
respects, effective internal control over financial reporting as
of June 30, 2014, based on the criteria established in Internal
Control - Integrated Framework (1992) issued by the
Committee of Sponsoring Organizations of the Treadway
Commission.
We have also audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United
States), the Consolidated Financial Statements of the
Company as of and for the year ended June 30, 2014 and our
report dated August 8, 2014 expressed an unqualified opinion
on those financial statements.
/s/ Deloitte & Touche LLP
Cincinnati, Ohio
August 8, 2014
47
Consolidated Statements of Earnings
Amounts in millions except per share amounts; Years ended June 30
2014
$
NET SALES
Cost of products sold
Selling, general and administrative expense
2013
83,062
$
2012
82,581
$
82,006
42,460
25,314
41,391
26,552
41,411
25,984
—
308
1,576
15,288
14,330
13,035
Interest expense
709
667
769
Interest income
100
87
77
Other non-operating income, net
206
942
185
14,885
14,692
12,528
3,178
3,391
3,378
11,707
11,301
9,150
OPERATING INCOME
EARNINGS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
Income taxes on continuing operations
NET EARNINGS FROM CONTINUING OPERATIONS
NET EARNINGS FROM DISCONTINUED OPERATIONS
NET EARNINGS
Less: Net earnings attributable to noncontrolling interests
NET EARNINGS ATTRIBUTABLE TO PROCTER & GAMBLE
78
101
1,754
11,785
11,402
10,904
142
90
148
$
11,643
$
11,312
$
10,756
$
4.16
$
4.00
$
3.18
BASIC NET EARNINGS PER COMMON SHARE (1):
0.03
0.04
0.64
BASIC NET EARNINGS PER COMMON SHARE
4.19
4.04
3.82
DILUTED NET EARNINGS PER COMMON SHARE
(1)
:
$
(1)
$
$
2.45
3.83
$
0.03
4.01
DIVIDENDS PER COMMON SHARE
3.98
0.03
3.86
$
2.29
3.06
0.60
3.66
$
2.14
Basic net earnings per common share and diluted net earnings per common share are calculated on net earnings attributable to Procter &
Gamble.
See accompanying Notes to Consolidated Financial Statements.
48
Consolidated Statements of Comprehensive Income
Amounts in millions; Years ended June 30
NET EARNINGS
2014
$
2013
11,785
$
2012
11,402
$
10,904
OTHER COMPREHENSIVE INCOME/(LOSS), NET OF TAX
1,044
Financial statement translation
Defined benefit retirement plans (net of $356, $637 and $993 tax, respectively)
TOTAL OTHER COMPREHENSIVE INCOME/(LOSS), NET OF TAX
TOTAL COMPREHENSIVE INCOME
Less: Total comprehensive income attributable to noncontrolling interests
$
(5,990)
144
9
Unrealized gains/(losses) on investment securities (net of $4, $5 and $3 tax, respectively)
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO PROCTER & GAMBLE
710
(347)
Unrealized gains/(losses) on hedges (net of $209, $92 and $441 tax, respectively)
724
(24)
(3)
(869)
1,004
(2,010)
(163)
1,834
(7,279)
11,622
13,236
3,625
150
94
124
11,472
$
13,142
$
3,501
49
Consolidated Balance Sheets
Amounts in millions; June 30
Assets
CURRENT ASSETS
2014
$
Cash and cash equivalents
Available-for-sale investment securities
Accounts receivable
8,558
2,128
6,386
2013
$
5,947
—
6,508
INVENTORIES
1,742
684
4,333
6,759
1,092
3,845
2,849
31,617
1,704
722
4,483
6,909
948
3,678
—
23,990
22,304
53,704
30,843
5,798
$ 144,266
$
21,666
55,188
31,572
6,847
139,263
$
$
Materials and supplies
Work in process
Finished goods
Total inventories
Deferred income taxes
Prepaid expenses and other current assets
Assets held for sale
TOTAL CURRENT ASSETS
PROPERTY, PLANT AND EQUIPMENT, NET
GOODWILL
TRADEMARKS AND OTHER INTANGIBLE ASSETS, NET
OTHER NONCURRENT ASSETS
TOTAL ASSETS
Liabilities and Shareholders' Equity
CURRENT LIABILITIES
Accounts payable
Accrued and other liabilities
Liabilities held for sale
Debt due within one year
TOTAL CURRENT LIABILITIES
LONG-TERM DEBT
DEFERRED INCOME TAXES
OTHER NONCURRENT LIABILITIES
TOTAL LIABILITIES
8,461
8,999
660
15,606
33,726
19,811
10,218
10,535
74,290
8,777
8,828
—
12,432
30,037
19,111
10,827
10,579
70,554
SHAREHOLDERS' EQUITY
Convertible Class A preferred stock, stated value $1 per share (600 shares authorized)
Non-Voting Class B preferred stock, stated value $1 per share (200 shares authorized)
Common stock, stated value $1 per share (10,000 shares authorized; shares issued: 2014 - 4009.2, 2013 4,009.2)
Additional paid-in capital
Reserve for ESOP debt retirement
Accumulated other comprehensive income/(loss)
Treasury stock, at cost (shares held: 2014 - 1,298.4, 2013 - 1,266.9)
Retained earnings
Noncontrolling interest
TOTAL SHAREHOLDERS' EQUITY
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
1,111
—
4,009
63,911
(1,340)
(7,662)
(75,805)
84,990
762
69,976
$ 144,266 $
1,137
—
4,009
63,538
(1,352)
(7,499)
(71,966)
80,197
645
68,709
139,263
50
Consolidated Statements of Shareholders' Equity
Dollars in millions/
Shares in thousands
BALANCE JUNE 30, 2011
Net earnings
Other comprehensive loss
Dividends to shareholders:
Common
Preferred, net of tax benefits
Treasury purchases
Employee plan issuances
Preferred stock conversions
ESOP debt impacts
Noncontrolling interest, net
Net earnings
Other comprehensive income
Common
Treasury purchases
ESOP debt impacts
Net earnings
Other comprehensive loss
Common
Treasury purchases
ESOP debt impacts
Common
Shares Common Preferred
Outstanding
Stock
Stock
Addition
al
Paid-In
Capital
Reserve
for
ESOP
Debt
Retirement
Accumula
ted
Other
Compreh
ensive
Income/
(Loss)
Treasury
Stock
NonRetained controlling
Earnings
Interest
2,765,737 $ 4,008 $ 1,234 $62,405 $ (1,357) $ (2,054) $(67,278) $70,682 $
10,756
(7,279)
(61,826)
39,546
4,576
2,748,033
(84,234)
70,923
7,605
2,742,327
(39)
4,008
1
4,009
(74,987)
40,288
3,178
1,195
(58)
1,137
(26)
(4,024)
1,665
33
550
6
220
63,181
352
7
(2)
63,538
364
4
(1,357)
5
(1,352)
(9,333) (69,604) 75,349
11,312
1,834
(5,986)
3,573
51
(6,275)
(244)
55
(7,499) (71,966) 80,197
11,643
(163)
(6,005)
2,144
22
(6,658)
(253)
12
61
5
2,710,806 $ 4,009 $ 1,111 $63,911 $ (1,340) $ (7,662) $(75,805) $84,990 $
361 $68,001
148 10,904
(7,279)
(5,883)
(256)
50
Total
87
596
90
(5,883)
(256)
(4,024)
2,215
—
50
307
64,035
11,402
1,834
(6,275)
(244)
(5,986)
3,926
—
60
(41)
(43)
645 68,709
142 11,785
(163)
(6,658)
(253)
(6,005)
2,508
—
73
(25)
(20)
762 $69,976
51
Consolidated Statements of Cash Flows
Amounts in millions; Years ended June 30
2014
$
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
5,947
2013
$
4,436
2012
$
2,768
OPERATING ACTIVITIES
Net earnings
Depreciation and amortization
Share-based compensation expense
Deferred income taxes
Gain on sale and purchase of businesses
Change in accounts receivable
Change in inventories
Change in accounts payable, accrued and other liabilities
Change in other operating assets and liabilities
Other
TOTAL OPERATING ACTIVITIES
11,785
3,141
360
(44)
(154)
—
87
8
1
(1,557)
331
13,958
11,402
2,982
346
(307)
(916)
308
(415)
(225)
1,253
68
377
14,873
10,904
3,204
377
(65)
(2,106)
1,576
(427)
77
(22)
(444)
210
13,284
(3,848)
570
(24)
(568)
24
(261)
(4,107)
(4,008)
584
(1,145)
(1,605)
—
(121)
(6,295)
(3,964)
2,893
(134)
—
—
112
(1,093)
(6,911)
3,304
4,334
(4,095)
(6,005)
2,094
(7,279)
39
2,611
8,558 $
(6,519)
(6,139)
3,406
(3,412)
2,331
3,985
(3,752)
(2,549)
(5,986)
(4,024)
3,449
1,729
(7,071)
(10,410)
4
(113)
1,511
1,668
5,947 $ 4,436
INVESTING ACTIVITIES
Capital expenditures
Proceeds from asset sales
Acquisitions, net of cash acquired
Purchases of available-for-sale investment securities
Proceeds from sales of available-for-sale investment securities
Change in other investments
TOTAL INVESTING ACTIVITIES
FINANCING ACTIVITIES
Dividends to shareholders
Change in short-term debt
Additions to long-term debt
Reductions of long-term debt
Treasury stock purchases
Impact of stock options and other
TOTAL FINANCING ACTIVITIES
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
CHANGE IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS, END OF YEAR
$
SUPPLEMENTAL DISCLOSURE
Cash payments for:
Interest
Income taxes
$
686
3,320
$
683
3,780
$
740
4,348
Assets acquired through non-cash capital leases are immaterial for all periods.
52
Notes to Consolidated Financial Statements
NOTE 1
SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
Nature of Operations
The Procter & Gamble Company's (the "Company," "Procter
& Gamble," "we" or "us") business is focused on providing
branded consumer packaged goods of superior quality and
value. Our products are sold in more than 180 countries and
territories primarily through retail operations including mass
merchandisers, grocery stores, membership club stores, drug
stores, department stores, salons, high-frequency stores and
e-commerce. We have on-the-ground operations in
approximately 70 countries.
Basis of Presentation
The Consolidated Financial Statements include the
Company and its controlled subsidiaries. Intercompany
transactions are eliminated. Prior year amounts have been
reclassified to conform with current year presentation for
amounts related to discontinued operations (see Note 13)
and segment reporting (see Note 12).
Use of Estimates
Preparation of financial statements in conformity with
of America (U.S. GAAP) requires management to make
estimates and assumptions that affect the amounts reported
in the Consolidated Financial Statements and accompanying
disclosures. These estimates are based on management's
best knowledge of current events and actions the Company
may undertake in the future. Estimates are used in
accounting for, among other items, consumer and trade
promotion accruals, restructuring reserves, pensions, postemployment benefits, stock options, valuation of acquired
intangible assets, useful lives for depreciation and
amortization of long-lived assets, future cash flows
associated with impairment testing for goodwill, indefinitelived intangible assets and other long-lived assets, deferred
tax assets, uncertain income tax positions and contingencies.
Actual results may ultimately differ from estimates, although
management does not generally believe such differences
would materially affect the financial statements in any
individual year. However, in regard to ongoing impairment
testing of goodwill and indefinite-lived intangible assets,
significant deterioration in future cash flow projections or
other assumptions used in estimating fair values versus those
anticipated at the time of the initial valuations, could result
in impairment charges that materially affect the financial
statements in a given year.
Revenue Recognition
Sales are recognized when revenue is realized or realizable
and has been earned. Revenue transactions represent sales
of inventory. The revenue recorded is presented net of sales
Amounts in millions of dollars except per share amounts or as otherwise specified.
and other taxes we collect on behalf of governmental
authorities. The revenue includes shipping and handling
costs, which generally are included in the list price to the
customer. Our policy is to recognize revenue when title to
the product, ownership and risk of loss transfer to the
customer, which can be on the date of shipment or the date
of receipt by the customer. A provision for payment
discounts and product return allowances is recorded as a
reduction of sales in the same period the revenue is
recognized.
Trade promotions, consisting primarily of customer pricing
allowances, merchandising funds and consumer coupons, are
offered through various programs to customers and
consumers. Sales are recorded net of trade promotion
spending, which is recognized as incurred, generally at the
time of the sale. Most of these arrangements have terms of
approximately one year. Accruals for expected payouts
under these programs are included as accrued marketing and
promotion in the Accrued and other liabilities line item in
the Consolidated Balance Sheets.
Cost of Products Sold
Cost of products sold is primarily comprised of direct
materials and supplies consumed in the manufacture of
product, as well as manufacturing labor, depreciation
expense and direct overhead expense necessary to acquire
and convert the purchased materials and supplies into
finished product. Cost of products sold also includes the
cost to distribute products to customers, inbound freight
costs, internal transfer costs, warehousing costs and other
shipping and handling activity.
Selling, General and Administrative Expense
Selling, general and administrative expense (SG&A) is
primarily comprised of marketing expenses, selling
expenses, research and development costs, administrative
and other indirect overhead costs, depreciation and
amortization expense on non-manufacturing assets and other
miscellaneous operating items. Research and development
costs are charged to expense as incurred and were $2.0
billion in 2014, 2013 and 2012. Advertising costs, charged
to expense as incurred, include worldwide television, print,
radio, internet and in-store advertising expenses and were
$9.2 billion in 2014, $9.6 billion in 2013 and $9.2 billion in
2012. Non-advertising related components of the
Company's total marketing spending include costs associated
with consumer promotions, product sampling and sales aids,
which are included in SG&A, as well as coupons and
customer trade funds, which are recorded as reductions to
net sales.
Other Non-Operating Income, Net
Other non-operating income, net, primarily includes net
acquisition and divestiture gains and investment income.
Currency Translation
Financial statements of operating subsidiaries outside the
U.S. generally are measured using the local currency as the
functional currency. Adjustments to translate those
statements into U.S. dollars are recorded in other
comprehensive income (OCI). Currency translation
adjustments in accumulated OCI were gains of $1.4 billion
and $353 at June 30, 2014 and June 30, 2013, respectively.
For subsidiaries operating in highly inflationary economies,
the U.S. dollar is the functional currency. Re-measurement
adjustments for financial statements in highly inflationary
economies and other transactional exchange gains and losses
are reflected in earnings.
Cash Flow Presentation
The Consolidated Statements of Cash Flows are prepared
using the indirect method, which reconciles net earnings to
cash flow from operating activities. The reconciliation
adjustments include the removal of timing differences
between the occurrence of operating receipts and payments
and their recognition in net earnings. The adjustments also
remove cash flows arising from investing and financing
activities, which are presented separately from operating
activities. Cash flows from foreign currency transactions
and operations are translated at an average exchange rate for
the period. Cash flows from hedging activities are included
in the same category as the items being hedged. Cash flows
from derivative instruments designated as net investment
hedges are classified as financing activities. Realized gains
and losses from non-qualifying derivative instruments used
to hedge currency exposures resulting from intercompany
financing transactions are also classified as financing
activities. Cash flows from other derivative instruments
used to manage interest, commodity or other currency
exposures are classified as operating activities. Cash
payments related to income taxes are classified as operating
activities. Cash flows from the Company's discontinued
operations are included in the Consolidated Statements of
Cash Flows.
Cash Equivalents
Highly liquid investments with remaining stated maturities
of three months or less when purchased are considered cash
equivalents and recorded at cost.
Investments
Investment securities consist of readily marketable debt and
equity securities. Unrealized gains or losses from
investments classified as trading, if any, are charged to
earnings. Unrealized gains or losses on securities classified
as available-for-sale are generally recorded in OCI. If an
available-for-sale security is other than temporarily
impaired, the loss is charged to either earnings or OCI
depending on our intent and ability to retain the security
until we recover the full cost basis and the extent of the loss
attributable to the creditworthiness of the issuer. Investment
securities are included as available-for-sale investment
53
securities and other current assets or other noncurrent assets
in the Consolidated Balance Sheets.
Investments in certain companies over which we exert
significant influence, but do not control the financial and
operating decisions, are accounted for as equity method
investments. Other investments that are not controlled, and
over which we do not have the ability to exercise significant
influence, are accounted for under the cost method. Both
equity and cost method investments are included as other
noncurrent assets in the Consolidated Balance Sheets.
Inventory Valuation
Inventories are valued at the lower of cost or market value.
Product-related inventories are primarily maintained on the
first-in, first-out method. Minor amounts of product
inventories, including certain cosmetics and commodities,
are maintained on the last-in, first-out method. The cost of
spare part inventories is maintained using the average-cost
method.
Property, Plant and Equipment
Property, plant and equipment is recorded at cost reduced by
accumulated depreciation. Depreciation expense is
recognized over the assets' estimated useful lives using the
straight-line method. Machinery and equipment includes
office furniture and fixtures (15-year life), computer
equipment and capitalized software (3- to 5-year lives) and
manufacturing equipment (3- to 20-year lives). Buildings
are depreciated over an estimated useful life of 40 years.
Estimated useful lives are periodically reviewed and, when
appropriate, changes are made prospectively. When certain
events or changes in operating conditions occur, asset lives
may be adjusted and an impairment assessment may be
performed on the recoverability of the carrying amounts.
Goodwill and Other Intangible Assets
Goodwill and indefinite-lived intangible assets are not
amortized, but are evaluated for impairment annually or
more often if indicators of a potential impairment are
present. Our annual impairment testing of goodwill is
performed separately from our impairment testing of
indefinite-lived intangible assets. The annual evaluation for
impairment of goodwill and indefinite-lived intangible assets
is based on valuation models that incorporate assumptions
and internal projections of expected future cash flows and
operating plans. We believe such assumptions are also
comparable to those that would be used by other
marketplace participants.
We have acquired brands that have been determined to have
indefinite lives. We evaluate a number of factors to
determine whether an indefinite life is appropriate, including
the competitive environment, market share, brand history,
product life cycles, operating plans and the macroeconomic
environment of the countries in which the brands are sold.
When certain events or changes in operating conditions
occur, an impairment assessment is performed and
54
indefinite-lived assets may be adjusted to a determinable
life.
Other financial instruments, including cash equivalents,
other investments and short-term debt, are recorded at cost,
which approximates fair value. The fair values of long-term
debt and financial instruments are disclosed in Note 5.
The cost of intangible assets with determinable useful lives
is amortized to reflect the pattern of economic benefits
consumed, either on a straight-line or accelerated basis over
the estimated periods benefited. Patents, technology and
other intangible assets with contractual terms are generally
amortized over their respective legal or contractual lives.
Customer relationships, brands and other non-contractual
intangible assets with determinable lives are amortized over
periods generally ranging from 5 to 30 years. When certain
events or changes in operating conditions occur, an
impairment assessment is performed and remaining lives of
intangible assets with determinable lives may be adjusted.
New Accounting Pronouncements and Policies
In May 2014, the FASB issued ASU 2014-09, “Revenue
from Contracts with Customers (Topic 606).” This guidance
outlines a single, comprehensive model for accounting for
revenue from contracts with customers. We will adopt the
standard on July 1, 2017. We are evaluating the impact, if
any, that the standard will have on our financial statements.
No other new accounting pronouncement issued or effective
during the fiscal year had or is expected to have a material
impact on the Consolidated Financial Statements.
Fair Values of Financial Instruments
Certain financial instruments are required to be recorded at
fair value. Changes in assumptions or estimation methods
could affect the fair value estimates; however, we do not
believe any such changes would have a material impact on
our financial condition, results of operations or cash flows.
NOTE 2
GOODWILL AND INTANGIBLE ASSETS
The change in the net carrying amount of goodwill by reportable segment was as follows:
Beauty
Grooming
Health
Care
GOODWILL at JUNE 30, 2012 - Gross
Fabric Care
and Home
Care
$ 16,860 $ 21,579 $ 6,115 $
(899)
Accumulated impairment losses at June 30, 2012
(431)
—
GOODWILL at JUNE 30, 2012 - Net
16,429 20,680 6,115
(40)
Acquisitions and divestitures
(21)
—
(259)
Goodwill impairment charges
—
—
Translation and other
Acquisitions and divestitures
Translation and other
Baby,
Feminine
Total
and Family
Corporate Company
Care
4,424 $
—
4,424
(14)
3,684 $ 2,441 $ 55,103
(1,330)
—
—
3,684
2,441
1,090
—
53,773
—
—
—
1,015
(259)
70
43
54
1
659
21,775
(1,158)
6,185
4,453
4,828
2,442
—
—
—
—
20,617
6,185
—
—
—
377
322
95
85
82
3
22,097
(1,158)
6,280
4,535
4,910
—
—
—
—
—
55,293
(1,589)
20,939
6,280
4,535
4,910
—
53,704
255
17,094
(431)
16,663
17,471
(431)
17,040
236
4,453
(3)
4,828
—
2,442
(2,445)
56,777
(1,589)
55,188
(2,448)
964
55
On July 31, 2014, the Company completed the divestiture of
its Pet Care operations in North America, Latin America and
other selected countries. The Company is pursuing alternate
plans to sell its Pet Care business in the other markets,
primarily the European Union countries. As a result, the Pet
Care goodwill is included in the Corporate Segment as of
June 30, 2013 and 2012. Pet Care goodwill and intangible
assets at June 30, 2014 are reported in assets held for sale.
The remaining change in goodwill since June 30, 2013 was
primarily due to currency translation across all reportable
segments.
The results of our goodwill impairment testing during fiscal
2013 determined that the estimated fair value of our
Appliances reporting unit declined below its carrying
amount. As a result, we recorded a non-cash before and
after-tax impairment charge of $259, in fiscal 2013, to
reduce the carrying amount of goodwill to estimated fair
value. We also recorded a non-cash before-tax impairment
charge of $49 ($31 after-tax) to reduce the carrying amount
of our Braun indefinite-lived trade name intangible asset to
its fair value. The fiscal 2013 declines in fair values of the
Appliances reporting unit and the Braun trade name
intangible asset were primarily driven by currency impacts.
Specifically, currency in Japan, a country that generates a
significant portion of the Appliances earnings, devalued
approximately 20% in the second half of fiscal 2013 relative
to the currencies in which the underlying net assets are
recorded. This sustained reduction in the yen reduced the
underlying category market size and the projected future
cash flows of the business, which in turn triggered the
impairment.
In October 2012, the Company acquired our partner's
interest in a joint venture in Iberia that operates in our Baby
Care and Family Care and Health Care reportable segments.
We paid $1.1 billion for our partner's interest and the
transaction was accounted for as a business combination.
The total enterprise value of $1.9 billion was allocated to
indefinite-lived intangible assets of $0.2 billion, defined-life
intangible assets of $0.9 billion and goodwill of $1.1 billion.
These were partially offset by $0.3 billion of deferred tax
liabilities on the intangible assets. The Company recognized
a $0.6 billion holding gain on its previously held investment,
which was included in other non-operating income, net in
the Consolidated Statement of Earnings in fiscal 2013. In
addition to these items and the impairment discussed above,
the remaining net increase in goodwill during fiscal 2013
was primarily due to currency translation across all
reportable segments.
The results of our goodwill impairment testing during fiscal
2012 determined that the estimated fair values of our
Appliances and Salon Professional reporting units were less
than their respective carrying amounts. As a result, we
recorded a non-cash before and after-tax impairment charge
of $1.3 billion in fiscal 2012 to reduce the carrying amount
of goodwill to estimated fair value. $899 of the impairment
related to Appliances and $431 related to Salon Professional.
Our impairment testing for indefinite-lived intangible assets
during fiscal 2012 also indicated a decline in the fair value
of our Koleston Perfect and Wella trade name intangible
assets below their respective carrying values. This resulted
in a non-cash before-tax impairment charge of $246 ($173
after-tax) to reduce the carrying amounts of these assets to
their respective values. The fiscal 2012 declines in the fair
values of the Appliances and Salon Professional reporting
units and the underlying Koleston Perfect and Wella trade
name intangible assets were driven by a combination of
competitive and economic factors, which resulted in a
reduction in the forecasted growth rates and cash flows used
to estimate fair value.
All of the goodwill and indefinite-lived intangible asset
impairment charges are included in Corporate for segment
reporting.
The goodwill and intangible asset valuations are dependent
on a number of significant estimates and assumptions,
including macroeconomic conditions, overall category
growth rates, competitive activities, cost containment and
margin expansion and Company business plans. We believe
these estimates and assumptions are reasonable. However,
actual events and results could differ substantially from
those used in our valuations. To the extent such factors
result in a failure to achieve the level of projected cash flows
used to estimate fair value, we may need to record additional
non-cash impairment charges in the future.
Identifiable intangible assets were comprised of:
June 30
2014
2013
Gross
Carrying Accumulated
Amount Amortization
Gross
Carrying Accumulated
Amount Amortization
INTANGIBLE ASSETS WITH DETERMINABLE
LIVES
Brands
Patents and
technology
Customer
relationships
Other
TOTAL
$ 4,154 $
(2,205) $ 4,251 $
(2,020)
2,850
(2,082)
2,976
(2,032)
2,002
(763)
2,118
(703)
355
(164)
348
(168)
9,361
(5,214)
9,693
(4,923)
INTANGIBLE ASSETS WITH INDEFINITE LIVES
Brands
26,696
TOTAL
36,057
—
26,802
(5,214)
36,495
—
(4,923)
Due to the divestiture of the Pet Care business, intangible
assets specific to the Pet Care business are reported in assets
held for sale in accordance with the accounting principles for
assets held for sale as of June 30, 2014.
Amortization expense of intangible assets was as follows:
Years ended June 30
Intangible asset amortization
2014
2013
2012
$ 514
$ 528
$ 500
56
RESTRUCTURING PROGRAM
Estimated amortization expense over the next five fiscal
years is as follows:
Years ended June 30
Estimated
amortization
expense
2015
2016
2017
2018
2019
$ 432
$ 393
$ 360
$ 332
$ 309
These estimates do not reflect the impact of future foreign
exchange rate changes.
NOTE 3
SUPPLEMENTAL FINANCIAL INFORMATION
The components of property, plant and equipment were as
follows:
June 30
2014
2013
PROPERTY, PLANT AND
EQUIPMENT
Buildings
$
Machinery and equipment
Land
Construction in progress
TOTAL PROPERTY, PLANT
AND EQUIPMENT
Accumulated depreciation
PROPERTY, PLANT AND
EQUIPMENT, NET
8,022
$
7,829
32,398
31,070
893
878
3,114
3,235
44,427
43,012
(22,123)
(21,346)
22,304
21,666
Selected components of current and noncurrent liabilities
were as follows:
June 30
2014
2013
ACCRUED AND OTHER
LIABILITIES - CURRENT
Marketing and promotion
$
3,290
$
3,122
1,647
1,665
Restructuring reserves
381
323
Taxes payable
711
817
Legal and environmental
399
374
Other
2,571
2,527
TOTAL
8,999
8,828
Compensation expenses
OTHER NONCURRENT
LIABILITIES
Pension benefits
$
5,984
$
6,027
Other postretirement benefits
1,906
1,713
Uncertain tax positions
1,843
2,002
802
837
10,535
10,579
Other
TOTAL
The Company has historically incurred an ongoing annual
level of restructuring-type activities to maintain a
competitive cost structure, including manufacturing and
workforce optimization. Before-tax costs incurred under the
ongoing program have generally ranged from $250 to $500
annually. In 2012, the Company initiated an incremental
restructuring program as part of a productivity and cost
savings plan to reduce costs in the areas of supply chain,
research and development, marketing and overheads. The
productivity and cost savings plan was designed to
accelerate cost reductions by streamlining management
decision making, manufacturing and other work processes in
order to help fund the Company's growth strategy.
The Company expects to incur in excess of $4.5 billion in
before-tax restructuring costs over a five year period (from
fiscal 2012 through fiscal 2016), including costs incurred as
part of the ongoing and incremental restructuring program.
Through the end of fiscal 2014, we had incurred $2.8 billion
of the total expected restructuring charges under the
program. The restructuring program plans included a
targeted net reduction in non-manufacturing overhead
enrollment of approximately 16% - 22% through fiscal 2016,
which we expect to exceed. Through fiscal 2014, the
Company has reduced non-manufacturing enrollment by
approximately 9,300, or approximately 15%. The
reductions are enabled by the elimination of duplicate work,
simplification through the use of technology, optimization of
various functional and business organizations and the
Company's global footprint. In addition, the plan includes
integration of newly acquired companies and the
optimization of the supply chain and other manufacturing
processes.
Restructuring costs incurred consist primarily of costs to
separate employees, asset-related costs to exit facilities and
other costs as outlined below. The Company incurred total
restructuring charges of approximately $806 and $956 for
the years ended June 30, 2014 and 2013, respectively.
Approximately $373 and $591 of these charges were
recorded in SG&A for the years ended June 30, 2014 and
2013, respectively. Approximately $399 and $354 of these
charges were recorded in cost of products sold for the years
ended June 30, 2014 and 2013, respectively. The remainder
is included in discontinued operations. Since the inception
of this restructuring program, the Company has incurred
charges of approximately $2.8 billion. Approximately $1.5
billion of these charges were related to separations, $666
were asset-related and $680 were related to other
restructuring-type costs. The following table presents
restructuring activity for the years ended June 30, 2014 and
2013:
RESERVE
JUNE 30, 2012
Charges
Separations
AssetRelated
Costs
$
$
316
—
Other
$
27
Total
$ 343
595
109
252
956
Cash spent
Charges against
assets
RESERVE
JUNE 30, 2013
Charges
(615)
—
(252)
(867)
—
(109)
—
(109)
296
378
—
179
27
249
323
806
Cash spent
(321)
—
(248)
(569)
—
(179)
—
(179)
353
—
28
381
Charges against
assets
RESERVE
JUNE 30, 2014
Separation Costs
Employee separation charges for the years ended June 30,
2014 and 2013 relate to severance packages for
approximately 2,730 and 3,450 employees, respectively. For
the years ended June 30, 2014 and 2013, these severance
packages include approximately 1,640 and 2,390 nonmanufacturing employees, respectively. These separations
are primarily in North America and Western Europe. The
packages are predominantly voluntary and the amounts are
calculated based on salary levels and past service periods.
Severance costs related to voluntary separations are
generally charged to earnings when the employee accepts the
offer. Since its inception, the restructuring program has
incurred separation charges related to approximately 9,480
employees, of which approximately 6,280 are nonmanufacturing overhead personnel.
57
Consistent with our historical policies for ongoing
restructuring-type activities, the restructuring program
charges are funded by and included within Corporate for
both management and segment reporting. Accordingly, all
charges under the program are included within the Corporate
reportable segment. However, for informative purposes, the
following table summarizes the total restructuring costs
related to our reportable segments:
Years Ended June 30
$
Beauty
Grooming
Health Care
Baby, Feminine and Family Care
Corporate (1)
Total Company
(1)
2014
83
20
10
121
155
417
806
2013
$
132
50
14
140
129
491
956
Corporate includes costs related to allocated overheads,
including charges related to our SMO, Global Business Services
and Corporate Functions activities and costs related to
discontinued operations from our divested Pet Care business.
Asset-Related Costs
Asset-related costs consist of both asset write-downs and
accelerated depreciation. Asset write-downs relate to the
establishment of a new fair value basis for assets held-forsale or disposal. These assets were written down to the
lower of their current carrying basis or amounts expected to
be realized upon disposal, less minor disposal costs.
Charges for accelerated depreciation relate to long-lived
assets that will be taken out of service prior to the end of
their normal service period. These assets relate primarily to
manufacturing consolidations and technology
standardization. The asset-related charges will not have a
significant impact on future depreciation charges.
Other Costs
Other restructuring-type charges are incurred as a direct
result of the restructuring program. Such charges primarily
include employee relocation related to separations and office
consolidations, termination of contracts related to supply
chain redesign and the cost to change internal systems and
processes to support the underlying organizational changes.
58
NOTE 4
(1)
SHORT-TERM AND LONG-TERM DEBT
(2)
June 30
2014
2013
DEBT DUE WITHIN ONE YEAR
$ 4,307
$ 4,506
Commercial paper
10,818
7,642
Other
TOTAL
481
284
15,606
12,432
Current portion of long-term debt
Short-term weighted average interest
rates
0.7%
(1)
0.5%
(1)
Weighted average short-term interest rates include the effects of
interest rate swaps discussed in Note 5.
June 30
LONG-TERM DEBT
4.95% USD note due August 2014
2014
$
900
1,000
2013
$
900
1,000
3.50% USD note due February 2015
750
750
0.95% JPY note due May 2015
987
1,012
3.15% USD note due September 2015
500
500
1.80% USD note due November 2015
1,000
1,000
4.85% USD note due December 2015
700
700
1,000
1,000
500
—
Floating rate USD note due November
2016
5.13% EUR note due October 2017
500
—
1,501
1,437
1,000
—
1,250
1,250
4.13% EUR note due December 2020
819
784
9.36% ESOP debentures due
2014-2021(1)
2.00% EUR note due November 2021
640
701
1,023
—
1,000
1,000
2.00% EUR note due August 2022
1,365
1,307
1,000
—
4.88% EUR note due May 2027
1,365
1,307
6.25% GBP note due January 2030
851
764
500
500
600
600
5.55% USD note due March 2037
1,400
1,400
Capital lease obligations
83
31
All other long-term debt
1,884
5,674
Current portion of long-term debt
(4,307)
(4,506)
TOTAL
19,811
19,111
Long-term weighted average interest
rates(2)
3.2%
3.3%
Debt issued by the ESOP is guaranteed by the Company and
must be recorded as debt of the Company, as discussed in Note 9.
Weighted average long-term interest rates include the effects of
interest rate swaps discussed in Note 5.
Long-term debt maturities during the next five fiscal years are
as follows:
June 30
2015
Debt maturities $4,307
2016
2017
2018
2019
$2,356
$ 2,123
$1,605
$ 2,357
The Procter & Gamble Company fully and unconditionally
guarantees the registered debt and securities issued by its
100% finance subsidiaries.
NOTE 5
RISK MANAGEMENT ACTIVITIES AND FAIR
VALUE MEASUREMENTS
As a multinational company with diverse product offerings,
we are exposed to market risks, such as changes in interest
rates, currency exchange rates and commodity prices. We
evaluate exposures on a centralized basis to take advantage
of natural exposure correlation and netting. To the extent we
choose to manage volatility associated with the net
exposures, we enter into various financial transactions that
we account for using the applicable accounting guidance for
derivative instruments and hedging activities. These
financial transactions are governed by our policies covering
acceptable counterparty exposure, instrument types and
other hedging practices.
At inception, we formally designate and document
qualifying instruments as hedges of underlying exposures.
We formally assess, at inception and at least quarterly
thereafter, whether the financial instruments used in hedging
transactions are effective at offsetting changes in either the
fair value or cash flows of the related underlying exposures.
Fluctuations in the value of these instruments generally are
offset by changes in the fair value or cash flows of the
underlying exposures being hedged. This is driven by the
high degree of effectiveness between the exposure being
hedged and the hedging instrument. The ineffective portion
of a change in the fair value of a qualifying instrument is
immediately recognized in earnings. The amount of
ineffectiveness recognized was immaterial for all years
presented.
Credit Risk Management
We have counterparty credit guidelines and normally enter
into transactions with investment grade financial institutions.
Counterparty exposures are monitored daily and downgrades
in counterparty credit ratings are reviewed on a timely basis.
We have not incurred, and do not expect to incur, material
credit losses on our risk management or other financial
instruments.
Substantially all of the Company's financial instruments
used in hedging transactions are governed by industry
standard netting and collateral agreements with
counterparties. If the Company's credit rating were to fall
below the levels stipulated in the agreements, the
counterparties could demand either collateralization or
termination of the arrangements. The aggregate fair value of
the instruments covered by these contractual features that are
in a net liability position as of June 30, 2014, was not
material. The Company has not been required to post
collateral as a result of these contractual features.
Interest Rate Risk Management
Our policy is to manage interest cost using a mixture of
fixed-rate and variable-rate debt. To manage this risk in a
cost-efficient manner, we enter into interest rate swaps
whereby we agree to exchange with the counterparty, at
specified intervals, the difference between fixed and variable
interest amounts calculated by reference to a notional
amount.
Interest rate swaps that meet specific accounting criteria are
accounted for as fair value or cash flow hedges. For fair
value hedges, the changes in the fair value of both the
hedging instruments and the underlying debt obligations are
immediately recognized in interest expense. For cash flow
hedges, the effective portion of the changes in fair value of
the hedging instrument is reported in OCI and reclassified
into interest expense over the life of the underlying debt
obligation. The ineffective portion for both cash flow and
fair value hedges, which was not material for any year
presented, was immediately recognized in interest expense.
Foreign Currency Risk Management
We manufacture and sell our products and finance operations
in a number of countries throughout the world. As a result,
we are exposed to movements in foreign currency exchange
rates.
To manage the exchange rate risk primarily associated with
our financing operations, we have historically used a
combination of forward contracts, options and currency
swaps. As of June 30, 2014, we had currency swaps with
maturities up to five years, which are intended to offset the
effect of exchange rate fluctuations on intercompany loans
denominated in foreign currencies. These swaps are
accounted for as cash flow hedges. The effective portion of
the changes in fair value of these instruments is reported in
OCI and reclassified into SG&A and interest expense in the
same period or periods during which the related hedged
transactions affect earnings. The ineffective portion, which
was not material for any year presented, was immediately
recognized in SG&A.
The change in fair values of certain non-qualifying
instruments used to manage foreign exchange exposure of
intercompany financing transactions and certain balance
sheet items subject to revaluation are immediately
recognized in earnings, substantially offsetting the foreign
currency mark-to-market impact of the related exposures.
59
Net Investment Hedging
We hedge certain net investment positions in foreign
subsidiaries. To accomplish this, we either borrow directly
in foreign currencies and designate all or a portion of the
foreign currency debt as a hedge of the applicable net
investment position or we enter into foreign currency swaps
that are designated as hedges of net investments. Changes in
the fair value of these instruments are recognized in OCI to
offset the change in the value of the net investment being
hedged. The ineffective portion of these hedges, which was
not material in any year presented, was immediately
recognized in interest expense.
Commodity Risk Management
Certain raw materials used in our products or production
processes are subject to price volatility caused by weather,
supply conditions, political and economic variables and
other unpredictable factors. To manage the volatility related
to anticipated purchases of certain of these materials, we
have historically, on a limited basis, used futures and options
with maturities generally less than one year and swap
contracts with maturities up to five years. As of and during
the years ended June 30, 2014 and 2013, we did not have
any commodity hedging activity.
Insurance
We self-insure for most insurable risks. However, we
purchase insurance for Directors and Officers Liability and
certain other coverage where it is required by law, by
contract or deemed to be in the best interest of the Company.
Fair Value Hierarchy
Accounting guidance on fair value measurements for certain
financial assets and liabilities requires that financial assets
and liabilities carried at fair value be classified and disclosed
in one of the following categories:
Level 1: Quoted market prices in active markets for
identical assets or liabilities.
Level 2: Observable market-based inputs or unobservable
inputs that are corroborated by market data.
Level 3: Unobservable inputs reflecting the reporting
entity's own assumptions or external inputs from inactive
markets.
When applying fair value principles in the valuation of
assets and liabilities, we are required to maximize the use of
quoted market prices and minimize the use of unobservable
inputs. The Company has not changed its valuation
techniques used in measuring the fair value of any financial
assets or liabilities during the year. Our fair value estimates
take into consideration the credit risk of both the Company
and our counterparties.
When active market quotes are not available for financial
assets and liabilities, we use industry standard valuation
models. Where applicable, these models project future cash
flows and discount the future amounts to a present value
60
using market-based observable inputs including credit risk,
interest rate curves, foreign currency rates and forward and
spot prices for currencies. In circumstances where marketbased observable inputs are not available, management
judgment is used to develop assumptions to estimate fair
value. Generally, the fair value of our Level 3 instruments is
estimated as the net present value of expected future cash
flows based on external inputs.
The following table sets forth the Company's financial assets and liabilities as of June 30, 2014 and 2013 that were measured at
fair value on a recurring basis during the period, segregated by level within the fair value hierarchy:
Level 1
June 30
2014
Level 2
2013
Level 3
2014
2013
—
$ 1,631
$ 1,571
—
—
497
—
6
23
—
—
—
—
—
—
187
24
168
19
—
—
197
—
—
6
—
2014
Total
2013
2014
2013
—
$ 1,631
$ 1,571
—
—
497
—
24
24
30
47
—
—
—
—
187
24
168
19
191
—
—
197
191
49
233
—
—
49
233
23
2,585
2,182
24
24
2,615
2,229
—
66
90
—
—
66
90
ASSETS RECORDED AT FAIR
VALUE
Investments:
$
U.S. government securities
Corporate bond securities
Other investments
—
$
$
—
$
Derivatives relating to:
Foreign currency hedges
(1)
Other foreign currency instruments
Interest rates
Net investment hedges
TOTAL ASSETS RECORDED AT
FAIR VALUE(2)
LIABILITIES RECORDED AT
FAIR VALUE
Derivatives relating to:
Other foreign currency instruments(1)
Interest rates
TOTAL LIABILITIES AT FAIR
VALUE(3)
LIABILITIES NOT RECORDED AT
FAIR VALUE
Long-term debt (4)
TOTAL LIABILITIES RECORDED
AND NOT RECORDED AT FAIR
VALUE
(1)
(2)
(3)
(4)
—
—
29
59
—
—
29
59
—
—
1
—
—
—
1
—
—
—
96
149
—
—
96
149
24,747
22,671
1,682
3,022
—
—
26,429
25,693
24,747
22,671
1,778
3,171
—
—
26,525
25,842
Other foreign currency instruments are comprised of foreign currency financial instruments that do not qualify as hedges.
All derivative assets are presented in Prepaid expenses and other current assets and Other noncurrent assets. Investment securities are
presented in Available-for-sale investment securities and Other noncurrent assets, except the U.S. government securities are included in
Other noncurrent assets in our Consolidated Balance Sheets at June 30, 2013. The amortized cost of the U.S. government securities was
$1,649 and $1,604 as of June 30, 2014 and 2013, respectively. All U.S. government securities have contractual maturities between one
and five years. The amortized cost of the corporate bond securities was $497 as of June 30, 2014. The amortized cost and fair value of
corporate bond securities with maturities of less than a year was $39 as of June 30, 2014. The amortized cost and fair value of corporate
bond securities with maturities between one and five years was $458 as of June 30, 2014. Fair values are generally estimated based
upon quoted market prices for similar instruments.
All liabilities are presented in accrued and other liabilities or other noncurrent liabilities.
Long-term debt includes the current portion ($4,400 and $4,540 as of June 30, 2014 and 2013, respectively) of debt instruments. Longterm debt is not recorded at fair value on a recurring basis, but is measured at fair value for disclosure purposes. Fair values are
generally estimated based on quoted market prices for identical or similar instruments.
The Company recognizes transfers between levels within the fair value hierarchy, if any, at the end of each quarter. During
fiscal 2013, the Company transferred long-term debt with a fair value of $455 from Level 1 to Level 2. The transferred
instruments represent the Company's outstanding industrial development bonds which are infrequently traded in an observable
market. There were no additional transfers between levels during the periods presented. In addition, there was no significant
activity within the Level 3 assets and liabilities during the periods presented.
61
During fiscal 2013, we recorded impairments of certain goodwill and intangible assets. Also, during fiscal 2013, we applied
purchase accounting and re-measured assets and liabilities at fair value related to the purchase of the balance of a joint venture
in Iberia (see Note 2 for additional details on these items). Except for these items, there were no significant assets or liabilities
that were re-measured at fair value on a non-recurring basis during fiscal 2013 or 2014.
Disclosures about Derivative Instruments
The notional amounts and fair values of qualifying and nonqualifying financial instruments used in hedging transactions
as of June 30, 2014 and 2013 are as follows:
Notional Amount
June 30
2014
Fair Value Asset/(Liability)
2013
2014
2013
DERIVATIVES IN CASH FLOW HEDGING
RELATIONSHIPS
Foreign
currency
contracts
During the next 12 months, the amount of the June 30, 2014,
accumulated OCI balance that will be reclassified to
earnings is expected to be immaterial.
The amounts of gains and losses included in earnings from
qualifying and non-qualifying financial instruments used in
hedging transactions for the years ended June 30, 2014 and
2013 were as follows:
Amount of Gain/(Loss)
Reclassified from
AOCI into Earnings
168
Years ended June 30
DERIVATIVES IN FAIR VALUE HEDGING
RELATIONSHIPS
RELATIONSHIPS
$
6 $
Interest rate contracts
Interest rate
$ 9,738
contracts
132
Foreign currency contracts
TOTAL
$
951
$
951
$ 9,117
$
187
$
168
$
$
DERIVATIVES IN NET INVESTMENT HEDGING
RELATIONSHIPS
Net
investment
hedges
831
$ 1,303
$
48
$
233
DERIVATIVES NOT DESIGNATED AS HEDGING
INSTRUMENTS
Foreign
currency
contracts
$ 12,111
$ 7,080
$
(42) $
(71)
Recognized in
AOCI
on Derivatives
(Effective Portion)
2014
6
38
215
44
221
2014
2013
DERIVATIVES IN FAIR VALUE HEDGING
RELATIONSHIPS
$
36 $
Debt
TOTAL
The total notional amount of contracts outstanding at the end
of the period is indicative of the level of the Company's
derivative activity during the period. The notional balance
of foreign currency contracts changes during the period
reflects changes in the level of intercompany financing
activity.
June 30
2013
Recognized in Earnings
Years ended June 30
$
2014
(167)
(37)
171
(1)
4
RELATIONSHIPS
$
— $
(2)
DERIVATIVES NOT DESIGNATED AS HEDGING
INSTRUMENTS
$
123 $
(34)
Foreign currency contracts(1)
(1)
The gain or loss on non-qualifying foreign currency contracts
substantially offsets the foreign currency mark-to-market
impact of the related exposure.
2013
RELATIONSHIPS
$
3
$
7
Foreign currency contracts
14
14
TOTAL
17
21
RELATIONSHIPS
$
30
$
145
62
NOTE 6
ACCUMULATED OTHER COMPREHENSIVE INCOME/(LOSS)
The tables below present the changes in accumulated other comprehensive income/(loss) by component and the
reclassifications out of accumulated other comprehensive income/(loss):
Changes in Accumulated Other Comprehensive Income/(Loss) by Component
Balance at June 30, 2012
OCI before reclassifications (1)
Amounts reclassified from AOCI
Pension and
Financial
Other
Investment
Statement
Retiree
Hedges
Securities
Translation
Benefits
(3) $
(5,300) $
(357) $
$
(3,673) $
(24)
363
731
710
Net current period OCI
OCI before reclassifications (2)
Amounts reclassified from AOCI
Net current period OCI
(219)
144
(3,529)
(305)
(42)
(347)
(3,876)
—
(24)
(27)
20
(11)
9
(18)
273
Total
(9,333)
1,780
—
1,004
(4,296)
(1,113)
244
(869)
(5,165)
710
353
1,044
—
1,044
1,397
54
1,834
(7,499)
(354)
191
(163)
(7,662)
(1)
Net of tax (benefit) / expense of $94, $(5) and $496 for gains / losses on hedges, investment securities and pension and other
retiree benefit items, respectively.
(2)
Net of tax (benefit) / expense of $(207), $3, and $(450) for gains and losses on hedges, investment securities and pension and
other retiree benefit items, respectively.
Reclassifications out of Accumulated Other Comprehensive Income/(Loss)
Years ended June 30
Hedges (1)
Foreign exchange contracts
Total before-tax
Tax (expense)/benefit
Net of tax
Gains / (losses) on Investment Securities (2)
Net of tax
2014
$
2013
6
$
6
38
215
44
(2)
221
(2)
42
219
18
(7)
—
11
—
(6)
—
Pension and Other Retiree Benefits (3)
Recognized net actuarial gains/(losses)
Amortization of deferred amounts
(332)
2
(412)
Curtailments and settlements
—
(338)
(414)
Net of tax
94
(244)
141
(273)
Total reclassifications, net of tax
(191)
(54)
Total before-tax
(1)
(4)
See Note 5 for classification of these items in the Consolidated Statements of Earnings.
Reclassified from AOCI into Other non-operating income, net.
(3)
Reclassified from AOCI into Cost of products sold and SG&A. These components are included in the computation of net
periodic pension cost (see Note 9 for additional details).
(2)
63
NOTE 7
EARNINGS PER SHARE
Net earnings attributable to Procter & Gamble less preferred dividends (net of related tax benefits) are divided by the weighted
average number of common shares outstanding during the year to calculate basic net earnings per common share. Diluted net
earnings per common share are calculated to give effect to stock options and other stock-based awards (see Note 8) and assume
conversion of preferred stock (see Note 9).
Net earnings attributable to Procter & Gamble and common shares used to calculate basic and diluted net earnings per share
were as follows:
Years ended June 30
NET EARNINGS FROM CONTINUING OPERATIONS
2014
2013
$ 11,707
$ 11,301
78
101
NET EARNINGS
2012
$
9,150
1,754
11,785
(142)
11,402
(90)
10,904
(148)
11,643
(253)
11,312
(244)
10,756
(256)
11,390
11,068
10,500
$ 11,312
$ 10,967
$
8,746
NET EARNINGS FROM CONTINUTING OPERATIONS ATTRIBUTABLE TO
PROCTER & GAMBLE (DILUTED)
$ 11,565
$ 11,211
$
9,002
Net earnings attributable to noncontrolling interests
NET EARNINGS ATTRIBUTABLE TO PROCTER & GAMBLE (DILUTED)
Preferred dividends, net of tax benefit
NET EARNINGS ATTRIBUTABLE TO PROCTER & GAMBLE AVAILABLE
TO COMMON SHAREHOLDERS (BASIC)
NET EARNINGS FROM CONTINUING OPERATIONS ATTRIBUTABLE TO
PROCTER & GAMBLE AVAILABLE TO COMMON SHAREHOLDERS
(BASIC)
Shares in millions; Years ended June 30
2014
Basic weighted average common shares outstanding
2013
2012
2,719.8
2,742.9
2,751.3
112.3
116.8
123.9
72.6
70.9
66.0
2,904.7
2,930.6
2,941.2
Effect of dilutive securities
Conversion of preferred shares(1)
(2)
Exercise of stock options and other unvested equity awards
DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
BASIC NET EARNINGS PER COMMON SHARE (3)
$
BASIC NET EARNINGS PER COMMON SHARE
4.16
$
4.00
$
3.18
0.03
0.04
0.64
4.19
4.04
3.82
DILUTED NET EARNINGS PER COMMON SHARE (3)
(1)
(2)
(3)
$
3.98
$
3.83
$
3.06
0.03
0.03
0.60
4.01
3.86
3.66
Despite being included currently in diluted net earnings per common share, the actual conversion to common stock occurs when the
preferred shares are sold. Shares may only be sold after being allocated to the ESOP participants pursuant to the repayment of the
ESOP's obligations through 2035.
Approximately 9 million in 2014, 12 million in 2013 and 67 million in 2012 of the Company's outstanding stock options were not
included in the diluted net earnings per share calculation because the options were out of the money or to do so would have been
antidilutive (i.e., the total proceeds upon exercise would have exceeded the market value of the underlying common shares).
Basic net earnings per common share and diluted net earnings per common share are calculated on net earnings attributable to Procter &
Gamble.
64
NOTE 8
STOCK-BASED COMPENSATION
We have stock-based compensation plans under which we
annually grant stock option, restricted stock, restricted stock
unit (RSU) and performance stock unit (PSU) awards to key
managers and directors. Exercise prices on options granted
have been, and continue to be, set equal to the market price
of the underlying shares on the date of the grant. Since
September 2002, the key manager stock option awards
granted vest after three years and have a 10-year life. The
key manager stock option awards granted from July 1998
through August 2002 vested after three years and have a 15year life. Key managers can elect to receive up to the entire
value of their option award in RSUs. Key manager RSUs
vest and are settled in shares of common stock five years
from the grant date. The awards provided to the Company's
directors are in the form of restricted stock and RSUs.
In addition to our key manager and director grants, we make
other minor stock option and RSU grants to employees for
which the terms are not substantially different than those
described in the preceding paragraph. In 2011, we
implemented a performance stock program (PSP) and
granted PSUs to senior level executives. Under this
program, the number of PSUs that will vest three years after
the respective grant date is based on the Company's
performance relative to pre-established performance goals
during that three year period.
A total of 180 million shares of common stock were
authorized for issuance under stock-based compensation
plans approved by shareholders in 2003 and 2009. A total of
27 million shares remain available for grant under the 2003
and 2009 plans.
Total stock-based compensation expense for stock option
grants was $246, $249 and $317 for 2014, 2013 and 2012,
respectively. Total compensation expense for restricted
stock, RSUs and PSUs was $114, $97 and $60 in 2014, 2013
and 2012, respectively. The total income tax benefit
recognized in the income statement for stock options,
restricted stock, RSUs and PSUs was $127, $96 and $102 in
2014, 2013 and 2012, respectively.
In calculating the compensation expense for stock options
granted, we utilize a binomial lattice-based valuation model.
Assumptions utilized in the model, which are evaluated and
revised as necessary, to reflect market conditions and
experience, were as follows:
Years ended June 30
Interest rate
Weighted average
interest rate
Dividend yield
Expected volatility
2014
2013
0.1-2.8%
2012
0.2-2.0%
2.5%
3.1%
15-17%
1.8%
2.9%
14-15%
0.2-2.1%
1.9%
2.6%
12-18%
Weighted average
volatility
16%
15%
15%
Expected life in
years
8.2
8.9
8.5
Lattice-based option valuation models incorporate ranges of
assumptions for inputs and those ranges are disclosed in the
preceding table. Expected volatilities are based on a
combination of historical volatility of our stock and implied
volatilities of call options on our stock. We use historical
data to estimate option exercise and employee termination
patterns within the valuation model. The expected life of
options granted is derived from the output of the option
valuation model and represents the average period of time
that options granted are expected to be outstanding. The
interest rate for periods within the contractual life of the
options is based on the U.S. Treasury yield curve in effect at
the time of grant.
A summary of options, RSUs and PSUs outstanding under
the plans as of June 30, 2014, and activity during the year
then ended is presented below:
Options in thousands
Outstanding,
beginning of year
Weighted
Aggregate
Avg.
Weighted Remaining Intrinsic
Value
ContractAvg.
(in
Exercise ual Life in
millions)
Years
Price
Options
306,239 $ 57.07
25,680
78.71
(38,165)
50.79
(2,128)
Canceled
OUTSTANDING,
291,626
END OF YEAR
EXERCISABLE 212,502
65.09
Granted
Exercised
59.74
54.67
4.8 $ 5,626
3.4
5,172
The weighted average grant-date fair value of options
granted was $10.01, $8.19 and $8.05 per share in 2014, 2013
and 2012, respectively. The total intrinsic value of options
exercised was $1,152, $1,759 and $820 in 2014, 2013 and
2012, respectively. The total grant-date fair value of options
that vested during 2014, 2013 and 2012 was $319, $352 and
$435, respectively. At June 30, 2014, there was $223 of
compensation cost that has not yet been recognized related
to stock option grants. That cost is expected to be
recognized over a remaining weighted average period of 1.9
years. Cash received from options exercised was $1,938,
$3,294 and $1,735 in 2014, 2013 and 2012, respectively.
The actual tax benefit realized for the tax deductions from
option exercises totaled $338, $575 and $239 in 2014, 2013
65
and 2012, respectively.
RSUs
Other StockBased Awards in
thousands
Non-vested at
July 1, 2013
Granted
Vested
Forfeited
Non-vested
at June 30,
2014
Units
4,590
PSUs
Weighted
-Average
GrantDate Fair
Value
Units
$ 56.88
1,887
WeightedAverage
GrantDate Fair
Value
$ 61.75
1,955
65.74
623
71.68
(1,484)
51.85
(609)
57.04
(159)
62.82
(18)
64.22
4,902
61.74
1,883
66.53
At June 30, 2014, there was $223 of compensation cost that
has not yet been recognized related to restricted stock, RSUs
and PSUs. That cost is expected to be recognized over a
remaining weighted average period of 3.0 years. The total
fair value of shares vested was $95, $51 and $38 in 2014,
2013 and 2012, respectively.
We have no specific policy to repurchase common shares to
mitigate the dilutive impact of options, RSUs and PSUs.
However, we have historically made adequate discretionary
purchases, based on cash availability, market trends and
other factors, to offset the impacts of such activity.
NOTE 9
POSTRETIREMENT BENEFITS AND EMPLOYEE
STOCK OWNERSHIP PLAN
We offer various postretirement benefits to our employees.
Defined Contribution Retirement Plans
We have defined contribution plans which cover the majority
of our U.S. employees, as well as employees in certain other
countries. These plans are fully funded. We generally make
contributions to participants' accounts based on individual
base salaries and years of service. Total global defined
contribution expense was $311, $314 and $353 in 2014,
2013 and 2012, respectively.
The primary U.S. defined contribution plan (the U.S. DC
plan) comprises the majority of the expense for the
Company's defined contribution plans. For the U.S. DC
plan, the contribution rate is set annually. Total
contributions for this plan approximated 15% of total
participants' annual wages and salaries in 2014, 2013 and
2012.
We maintain The Procter & Gamble Profit Sharing Trust
(Trust) and Employee Stock Ownership Plan (ESOP) to
provide a portion of the funding for the U.S. DC plan and
other retiree benefits (described below). Operating details of
the ESOP are provided at the end of this Note. The fair
value of the ESOP Series A shares allocated to participants
reduces our cash contribution required to fund the U.S. DC
plan.
66
Defined Benefit Retirement Plans and Other Retiree Benefits
We offer defined benefit retirement pension plans to certain employees. These benefits relate primarily to local plans outside
the U.S. and, to a lesser extent, plans assumed in previous acquisitions covering U.S. employees.
We also provide certain other retiree benefits, primarily health care and life insurance, for the majority of our U.S. employees
who become eligible for these benefits when they meet minimum age and service requirements. Generally, the health care plans
require cost sharing with retirees and pay a stated percentage of expenses, reduced by deductibles and other coverages. These
benefits are primarily funded by ESOP Series B shares and certain other assets contributed by the Company.
Obligation and Funded Status. The following provides a reconciliation of benefit obligations, plan assets and funded status of
these defined benefit plans:
(1)
(2)
Pension Benefits
Years ended June 30
Other Retiree Benefits
2014
2013
2014
2013
$ 14,514
$ 13,573
Service cost
298
300
149
190
Interest cost
590
560
256
260
20
20
CHANGE IN BENEFIT OBLIGATION
Benefit obligation at beginning of year(3)
Participants' contributions
Amendments
Actuarial loss/(gain)
Acquisitions
Special termination benefits
Currency translation and other
Benefit payments
BENEFIT OBLIGATION AT END OF YEAR(3)
$
5,289
$
6,006
4
104
72
(5)
1,365
473
(46)
—
51
—
—
5
39
(4)
9
18
797
(540)
(602)
66
—
(1,022)
20
(239)
5
(234)
17,053
14,514
5,505
5,289
8,561
7,974
3,553
2,713
964
796
124
954
—
59
—
—
1,549
391
31
23
20
(77)
72
66
—
31
(234)
3,553
(1,736)
CHANGE IN PLAN ASSETS
Fair value of plan assets at beginning of year
Actual return on plan assets
Acquisitions
Employer contributions
Participants' contributions
(4)
ESOP debt impacts
Benefit payments
FAIR VALUE OF PLAN ASSETS AT END OF YEAR
FUNDED STATUS
(1)
(2)
(3)
(4)
20
544
—
(540)
—
(602)
—
33
(239)
11,098
(5,955)
8,561
(5,953)
3,574
(1,931)
Primarily non-U.S.-based defined benefit retirement plans.
Primarily U.S.-based other postretirement benefit plans.
For the pension benefit plans, the benefit obligation is the projected benefit obligation. For other retiree benefit plans, the benefit
obligation is the accumulated postretirement benefit obligation.
Represents the net impact of ESOP debt service requirements, which is netted against plan assets for other retiree benefits.
The underfunding of pension benefits is primarily a function of the different funding incentives that exist outside of the U.S. In
certain countries, there are no legal requirements or financial incentives provided to companies to pre-fund pension obligations
prior to their due date. In these instances, benefit payments are typically paid directly from the Company's cash as they become
due.
Pension Benefits
June 30
2014
67
2013
2014
2013
CLASSIFICATION OF NET AMOUNT RECOGNIZED
$
Noncurrent assets
Current liabilities
Noncurrent liabilities
NET AMOUNT RECOGNIZED
69 $
(40)
114
(40)
$
— $
(25)
—
(23)
(5,984)
(6,027)
(1,906)
(1,713)
(5,955)
(5,953)
(1,931)
(1,736)
AMOUNTS RECOGNIZED IN ACCUMULATED OTHER
COMPREHENSIVE INCOME (AOCI)
Net actuarial loss
Prior service cost /(credit)
NET AMOUNTS RECOGNIZED IN AOCI
$
5,169
$
4,049
344
353
5,513
4,402
$
1,871 $
(39)
1,772
(54)
1,832
1,718
The accumulated benefit obligation for all defined benefit pension plans was $14,949 and $12,652 as of June 30, 2014 and
2013, respectively. Pension plans with accumulated benefit obligations in excess of plan assets and plans with projected benefit
obligations in excess of plan assets consist of the following:
Accumulated Benefit
Obligation Exceeds the
Fair Value of Plan Assets
June 30
Projected benefit obligation
Accumulated benefit obligation
Fair value of plan assets
Projected Benefit
Obligation Exceeds the
Fair Value of Plan Assets
2014
2013
2014
2013
$ 14,229
$ 12,024
$ 15,325
$ 12,962
12,406
10,406
13,279
11,149
8,353
6,086
9,301
6,895
68
Net Periodic Benefit Cost. Components of the net periodic benefit cost were as follows:
Pension Benefits
Years ended June 30
AMOUNTS RECOGNIZED IN NET PERIODIC BENEFIT
COST
$
Service cost
Interest cost
Expected return on plan assets
Prior service cost /(credit) amortization
Net actuarial loss amortization
2014
298
590
(701)
2013
2012
$ 300
$ 267
560
(587)
2014
611
(573)
$
2013
149
$
256
(385)
190
2012
$
142
260
(382)
276
(434)
26
18
21
(20)
(20)
(20)
214
213
102
118
199
99
5
39
—
9
18
27
—
4
6
—
—
—
GROSS BENEFIT COST
432
547
434
Dividends on ESOP preferred stock
NET PERIODIC BENEFIT COST/(CREDIT)
—
—
—
127
(64)
265
(70)
90
(74)
432
547
434
63
195
16
1,102
264
Special termination benefits
Curtailments, settlements and other
CHANGE IN PLAN ASSETS AND BENEFIT
OBLIGATIONS RECOGNIZED IN AOCI
Net actuarial loss /(gain) - current year
Prior service cost/(credit) - current year
Amortization of net actuarial loss
Amortization of prior service (cost) / credit
Settlement / curtailment cost
TOTAL CHANGE IN AOCI
NET AMOUNTS RECOGNIZED IN PERIODIC BENEFIT
COST AND AOCI
215
(5)
(1,594)
4
(214)
104
(213)
(118)
—
(199)
(26)
(18)
20
20
—
(4)
—
—
245
(2)
2
1,111
131
114
1
(1,772)
1,543
678
177
(1,577)
Amounts expected to be amortized from AOCI into net periodic benefit cost during the year ending June 30, 2015, are as
follows:
Net actuarial loss
Prior service cost/(credit)
Pension Benefits
$
299
31
$
106
(20)
Assumptions. We determine our actuarial assumptions on an annual basis. These assumptions are weighted to reflect each
country that may have an impact on the cost of providing retirement benefits. The weighted average assumptions used to
determine benefit obligations recorded on the Consolidated Balance Sheets as of June 30, were as follows(1):
Pension Benefits
2014
Discount rate
Rate of compensation increase
Health care cost trend rates assumed for next year
Rate to which the health care cost trend rate is assumed to decline (ultimate trend rate)
Year that the rate reaches the ultimate trend rate
(1)
Determined as of end of year.
3.5%
3.2%
—%
—%
N/A
2013
4.0%
3.2%
—%
—%
N/A
2014
4.4%
—%
6.8%
5.0%
2021
2013
4.8%
—%
7.3%
5.0%
2020
69
The weighted average assumptions used to determine net benefit cost recorded on the Consolidated Statement of Earnings for
the years ended June 30, were as follows(2):
Pension Benefits
2014
2013
2012
2014
2013
2012
Discount rate
4.0%
4.2%
5.3%
4.8%
4.3%
5.7%
Expected return on plan assets
7.2%
7.3%
7.4%
8.3%
8.3%
9.2%
Rate of compensation increase
3.2%
3.3%
3.5%
—%
—%
—%
(2)
Determined as of beginning of year and adjusted for acquisitions.
Several factors are considered in developing the estimate for the long-term expected rate of return on plan assets. For the
defined benefit retirement plans, these factors include historical rates of return of broad equity and bond indices and projected
long-term rates of return obtained from pension investment consultants. The expected long-term rates of return for plan assets
are 8 - 9% for equities and 5 - 6% for bonds. For other retiree benefit plans, the expected long-term rate of return reflects the
fact that the assets are comprised primarily of Company stock. The expected rate of return on Company stock is based on the
long-term projected return of 8.5% and reflects the historical pattern of returns.
Assumed health care cost trend rates could have a significant effect on the amounts reported for the other retiree benefit plans.
A one percentage point change in assumed health care cost trend rates would have the following effects:
One-Percentage
Point Increase
Effect on the total service and interest cost components
$
80
Effect on the accumulated postretirement benefit obligation
One-Percentage
Point Decrease
(61)
$
(696)
879
Plan Assets. Our investment objective for defined benefit retirement plan assets is to meet the plans' benefit obligations, while
minimizing the potential for future required Company plan contributions. The investment strategies focus on asset class
diversification, liquidity to meet benefit payments and an appropriate balance of long-term investment return and risk. Target
ranges for asset allocations are determined by matching the actuarial projections of the plans' future liabilities and benefit
payments with expected long-term rates of return on the assets, taking into account investment return volatility and correlations
across asset classes. Plan assets are diversified across several investment managers and are generally invested in liquid funds
that are selected to track broad market equity and bond indices. Investment risk is carefully controlled with plan assets
rebalanced to target allocations on a periodic basis and with continual monitoring of investment managers' performance relative
to the investment guidelines established with each investment manager.
Our target asset allocation for the year ended June 30, 2014, and actual asset allocation by asset category as of June 30, 2014
and 2013, were as follows:
Target Asset Allocation
Actual Asset Allocation at June 30
Pension Benefits
Asset Category
Cash
Pension Benefits
1%
Other Retiree
Benefits
2%
2014
1%
2013
1%
Other Retiree
Benefits
2014
1%
2013
2%
Debt securities
52%
8%
51%
52%
6%
6%
Equity securities
TOTAL
47%
90%
48%
47%
93%
92%
100%
100%
100%
100%
100%
100%
The following tables set forth the fair value of the Company's plan assets as of June 30, 2014 and 2013 segregated by level
within the fair value hierarchy (refer to Note 5 for further discussion on the fair value hierarchy and fair value principles).
Common collective funds are valued using the net asset value reported by the managers of the funds and as supported by the
unit prices of actual purchase and sale transactions. Company stock listed as Level 2 in the hierarchy represents preferred
shares which are valued based on the value of Company common stock. The majority of our Level 3 pension assets are
insurance contracts. Their fair values are based on their cash equivalent or models that project future cash flows and discount
the future amounts to a present value using market-based observable inputs including credit risk and interest rate curves.
70
Pension Benefits
Level 1
June 30
2014
Level 2
2013
2014
Level 3
2013
2014
Total
2013
2014
2013
ASSETS AT FAIR VALUE
$
79
$
71
$
—
$
—
$
—
$
—
$
79
$
71
Common collective fund - equity
—
—
5,336
3,993
—
—
5,336
3,993
Common collective fund - fixed income
—
—
5,539
4,361
—
—
5,539
4,361
5
4
—
—
139
132
144
136
84
75
10,875
8,354
139
132
11,098
8,561
Other
TOTAL ASSETS AT FAIR VALUE
Level 1
June 30
2014
Level 2
2013
2014
Level 3
2013
2014
Total
2013
2014
2013
ASSETS AT FAIR VALUE
$
30
$
56
$
—
$
—
$
—
$
—
$
30
$
56
Company stock
—
—
3,304
3,270
—
—
3,304
3,270
Common collective fund - equity
—
—
18
16
—
—
18
16
Common collective fund - fixed income
—
—
217
200
—
—
217
200
Other
TOTAL ASSETS AT FAIR VALUE
—
—
—
—
5
11
5
11
30
56
3,539
3,486
5
11
3,574
3,553
There was no significant activity within the Level 3 pension
and other retiree benefits plan assets during the years
presented.
Cash Flows. Management's best estimate of cash
requirements and discretionary contributions for the defined
benefit retirement plans and other retiree benefit plans for
the year ending June 30, 2015, is $266 and $39, respectively.
For the defined benefit retirement plans, this is comprised of
$102 in expected benefit payments from the Company
directly to participants of unfunded plans and $164 of
expected contributions to funded plans. For other retiree
benefit plans, this is comprised of $25 in expected benefit
payments from the Company directly to participants of
unfunded plans and $14 of expected contributions to funded
plans. Expected contributions are dependent on many
variables, including the variability of the market value of the
plan assets as compared to the benefit obligation and other
market or regulatory conditions. In addition, we take into
consideration our business investment opportunities and
resulting cash requirements. Accordingly, actual funding
may differ significantly from current estimates.
Total benefit payments expected to be paid to participants,
which include payments funded from the Company's assets,
as discussed above, as well as payments from the plans, are
as follows:
Pension
Benefits
Years ending June 30
Other Retiree
Benefits
EXPECTED BENEFIT PAYMENTS
2015
$
584
$
203
2016
578
218
2017
604
233
2018
614
248
2019
2020 - 2024
624
264
3,615
1,528
Employee Stock Ownership Plan
We maintain the ESOP to provide funding for certain
employee benefits discussed in the preceding paragraphs.
The ESOP borrowed $1.0 billion in 1989 and the proceeds
were used to purchase Series A ESOP Convertible Class A
Preferred Stock to fund a portion of the U.S. DC plan.
Principal and interest requirements of the borrowing were
paid by the Trust from dividends on the preferred shares and
from advances provided by the Company. The original
borrowing of $1.0 billion has been repaid in full, and
advances from the Company of $98 remain outstanding at
June 30, 2014. Each share is convertible at the option of the
holder into one share of the Company's common stock. The
dividend for the current year was equal to the common stock
dividend of $2.45 per share. The liquidation value is $6.82
per share.
In 1991, the ESOP borrowed an additional $1.0 billion. The
proceeds were used to purchase Series B ESOP Convertible
71
Class A Preferred Stock to fund a portion of retiree health
care benefits. These shares, net of the ESOP's debt, are
considered plan assets of the other retiree benefits plan
discussed above. Debt service requirements are funded by
preferred stock dividends, cash contributions and advances
provided by the Company, of which $602 is outstanding at
June 30, 2014. Each share is convertible at the option of the
holder into one share of the Company's common stock. The
dividend for the current year was equal to the common stock
dividend of $2.45 per share. The liquidation value is $12.96
per share.
Our ESOP accounting practices are consistent with current
ESOP accounting guidance, including the permissible
continuation of certain provisions from prior accounting
guidance. ESOP debt, which is guaranteed by the Company,
is recorded as debt (see Note 4) with an offset to the reserve
for ESOP debt retirement, which is presented within
shareholders' equity. Advances to the ESOP by the
Company are recorded as an increase in the reserve for
ESOP debt retirement. Interest incurred on the ESOP debt is
recorded as interest expense. Dividends on all preferred
shares, net of related tax benefits, are charged to retained
earnings.
The series A and B preferred shares of the ESOP are
allocated to employees based on debt service requirements,
net of advances made by the Company to the Trust. The
number of preferred shares outstanding at June 30 was as
follows:
Shares in thousands
2014
2013
Allocated
44,465
2012
Years ended June 30
United States
Years ended June 30
U.S. federal
International
U.S. state and local
5,130
12,528
2014
2013
2012
$ 1,606
$ 1,845
$ 1,837
1,379
1,567
1,357
237
279
246
3,222
3,691
3,440
135
185
86
(179)
(485)
(148)
(44)
(300)
(62)
DEFERRED TAX
EXPENSE
U.S. federal
International and other
TOTAL TAX EXPENSE
3,178
3,391
3,378
A reconciliation of the U.S. federal statutory income tax rate
to our actual income tax rate on continuing operations is
provided below:
Years ended June 30
U.S. federal statutory income
tax rate
2014
2013
2012
35.0 %
35.0 %
35.0 %
Country mix impacts of
foreign operations
(10.9)%
(7.7)%
(8.2)%
(1.5)%
(1.8)%
(1.3)%
—%
0.6 %
3.8 %
—%
(1.4)%
—%
(1.2)%
(1.6)%
(2.3)%
21.4 %
23.1 %
27.0 %
50,668
11,348
52,939
55,378
62,016
Changes in uncertain tax
positions
Allocated
22,085
21,278
20,802
Unallocated
TOTAL SERIES B
35,753
37,300
38,743
57,838
58,578
59,545
Impairment adjustments
Holding gain on joint
venture buy-out
Other
EFFECTIVE INCOME
TAX RATE
Earnings from continuing operations before income taxes
consisted of the following:
6,432
14,692
CURRENT TAX
EXPENSE
9,843
Income taxes are recognized for the amount of taxes payable
for the current year and for the impact of deferred tax assets
and liabilities, which represent future tax consequences of
events that have been recognized differently in the financial
statements than for tax purposes. Deferred tax assets and
liabilities are established using the enacted statutory tax rates
and are adjusted for any changes in such rates in the period
of change.
5,880
14,885
Income taxes on continuing operations consisted of the
following:
45,535
INCOME TAXES
2012
$ 7,398
International
8,474
NOTE 10
2013
$ 8,260
TOTAL
Unallocated
TOTAL SERIES A
For purposes of calculating diluted net earnings per common
share, the preferred shares held by the ESOP are considered
converted from inception.
2014
$ 9,005
Changes in uncertain tax positions represent changes in our
net liability related to prior year tax positions.
Tax benefits to shareholders' equity totaled $716 for the year
ended June 30, 2014. This primarily relates to the tax effects
of net investment hedges, excess tax benefits from the
exercise of stock options and the impacts of certain
adjustments to pension and other retiree benefit obligations
recorded in shareholders' equity. Tax costs charged to
shareholders' equity totaled $503 for the year ended June 30,
2013. This primarily relates to the impact of certain
adjustments to pension obligations recorded in shareholders'
equity, partially offset by excess tax benefits from the
exercise of stock options.
We have undistributed earnings of foreign subsidiaries of
approximately $44.0 billion at June 30, 2014, for which
deferred taxes have not been provided. Such earnings are
72
considered indefinitely invested in the foreign subsidiaries.
If such earnings were repatriated, additional tax expense
may result. However, the calculation of the amount of
deferred U.S. income tax on these earnings is not practicable
because of the large number of assumptions necessary to
compute the tax.
A reconciliation of the beginning and ending liability for
uncertain tax positions is as follows:
Years ended June 30
2014
2013
2012
$ 1,600
$ 1,773
$ 1,848
Increases in tax positions for
prior years
146
162
166
Decreases in tax positions for
prior years
(296)
(225)
(188)
BEGINNING OF YEAR
Increases in tax positions for
current year
Settlements with taxing
authorities
Lapse in statute of limitations
Currency translation
END OF YEAR
142
188
178
(135)
(195)
(49)
(33)
(98)
(81)
13
(5)
(101)
1,437
1,600
1,773
The Company is present in approximately 140 taxable
jurisdictions and, at any point in time, has 50-60
jurisdictional audits underway at various stages of
completion. We evaluate our tax positions and establish
liabilities for uncertain tax positions that may be challenged
by local authorities and may not be fully sustained, despite
our belief that the underlying tax positions are fully
supportable. Uncertain tax positions are reviewed on an
ongoing basis and are adjusted in light of changing facts and
circumstances, including progress of tax audits,
developments in case law and closing of statute of
limitations. Such adjustments are reflected in the tax
provision as appropriate. The Company is making a
concerted effort to bring its audit inventory to a more current
position. We have done this by working with tax authorities
to conduct audits for several open years at once. We have
tax years open ranging from 2002 and forward. We are
generally not able to reliably estimate the ultimate settlement
amounts until the close of the audit. While we do not expect
material changes, it is possible that the amount of
unrecognized benefit with respect to our uncertain tax
positions will significantly increase or decrease within the
next 12 months related to the audits described above. At this
time, we are not able to make a reasonable estimate of the
range of impact on the balance of uncertain tax positions or
the impact on the effective tax rate related to these items.
Included in the total liability for uncertain tax positions at
June 30, 2014, is $1.1 billion that, depending on the ultimate
resolution, could impact the effective tax rate in future
periods.
Accounting pronouncements require that, without discretion,
we recognize the additional accrual of any possible related
interest and penalties relating to the underlying uncertain tax
position in income tax expense, unless the Company
qualifies for a specific exception. As of June 30, 2014, 2013
and 2012, we had accrued interest of $411, $413 and $439
and accrued penalties of $32, $34 and $66, respectively, that
are not included in the above table. During the fiscal years
ended June 30, 2014, 2013 and 2012, we recognized $(6),
$24 and $2 in interest benefit/(expense) and $2, $32 and $10
in penalties benefit, respectively. The net benefits recognized
resulted primarily from the favorable resolution of tax
positions for prior years.
Deferred income tax assets and liabilities were comprised of
the following:
June 30
2014
2013
DEFERRED TAX ASSETS
2,045
$ 1,777
Stock-based compensation
1,060
1,125
Loss and other carryforwards
1,211
1,062
49
60
Accrued marketing and promotion
258
285
Fixed assets
115
135
Unrealized loss on financial and
foreign exchange transactions
352
324
66
15
Pension and postretirement benefits
$
Goodwill and other intangible assets
Accrued interest and taxes
Inventory
Other
Valuation allowances
TOTAL
35
46
809
879
(384)
(341)
5,616
5,367
11,428
$11,941
1,665
1,718
144
315
13,237
13,974
DEFERRED TAX LIABILITIES
Goodwill and other intangible assets $
Fixed assets
Other
TOTAL
Net operating loss carryforwards were $3.6 billion and $3.1
billion at June 30, 2014 and 2013, respectively. If unused,
$1.5 billion will expire between 2015 and 2034. The
remainder, totaling $2.1 billion at June 30, 2014, may be
carried forward indefinitely.
NOTE 11
COMMITMENTS AND CONTINGENCIES
Guarantees
In conjunction with certain transactions, primarily
divestitures, we may provide routine indemnifications (e.g.,
indemnification for representations and warranties and
retention of previously existing environmental, tax and
employee liabilities) for which terms range in duration and,
in some circumstances, are not explicitly defined. The
maximum obligation under some indemnifications is also
not explicitly stated and, as a result, the overall amount of
these obligations cannot be reasonably estimated. Other
than obligations recorded as liabilities at the time of
divestiture, we have not made significant payments for these
indemnifications. We believe that if we were to incur a loss
on any of these matters, the loss would not have a material
effect on our financial position, results of operations or cash
flows.
In certain situations, we guarantee loans for suppliers and
customers. The total amount of guarantees issued under
such arrangements is not material.
Off-Balance Sheet Arrangements
We do not have off-balance sheet financing arrangements,
including variable interest entities, that have a material
impact on our financial statements.
Purchase Commitments and Operating Leases
We have purchase commitments for materials, supplies,
services and property, plant and equipment as part of the
normal course of business. Commitments made under takeor-pay obligations are as follows:
Years ended
June 30
2015
2016
2017
2018
2019
There
after
Purchase
obligations $ 1,068
$ 268
$ 164
$ 92
$ 72
$ 321
Such amounts represent future purchases in line with
expected usage to obtain favorable pricing. Approximately
19% of our purchase commitments relate to service contracts
for information technology, human resources management
and facilities management activities that have been
outsourced to third-party suppliers. Due to the proprietary
nature of many of our materials and processes, certain
supply contracts contain penalty provisions for early
termination. We do not expect to incur penalty payments
under these provisions that would materially affect our
financial position, results of operations or cash flows.
We also lease certain property and equipment for varying
periods. Future minimum rental commitments under noncancelable operating leases, net of guaranteed sublease
income, are as follows:
Years ended
June 30
2015
2016
2017
2018
Operating
leases
$ 288
$ 273
$ 236
$ 216
2019
There
after
$ 188
$ 743
Litigation
We are subject to various legal proceedings and claims
arising out of our business which cover a wide range of
matters such as antitrust, trade and other governmental
regulations, product liability, patent and trademark matters,
advertising, contracts, environmental issues, labor and
employments matters and income and other taxes.
As previously disclosed, the Company has had a number of
antitrust matters in Europe. These matters involve a number
of other consumer products companies and/or retail
73
customers. Several regulatory authorities in Europe have
issued separate decisions pursuant to their investigations
alleging that the Company, along with several other
companies, engaged in violations of competition laws in
those countries. Many of these matters have concluded and
the fines have been paid. For ongoing matters, the Company
has accrued liabilities for competition law violations totaling
$225 as of June 30, 2014. While the ultimate resolution of
these matters may result in fines or costs in excess of the
amounts reserved, we do not expect any such incremental
losses to materially impact our financial statements in the
period in which they are accrued and paid, respectively.
With respect to other litigation and claims, while
considerable uncertainty exists, in the opinion of
management and our counsel, the ultimate resolution of the
various lawsuits and claims will not materially affect our
financial position, results of operations or cash flows.
We are also subject to contingencies pursuant to
environmental laws and regulations that in the future may
require us to take action to correct the effects on the
environment of prior manufacturing and waste disposal
practices. Based on currently available information, we do
not believe the ultimate resolution of environmental
remediation will have a material effect on our financial
position, results of operations or cash flows.
NOTE 12
SEGMENT INFORMATION
Effective July 1, 2013, we reorganized our Global Business
Unit (GBU) structure, which resulted in changes to our
reporting segments. We reorganized our GBUs into four
industry-based sectors, comprised of 1) Global Beauty, 2)
Global Health and Grooming, 3) Global Fabric and Home
Care and 4) Global Baby, Feminine and Family Care. In
April 2014, we announced our decision to exit our Pet Care
business. On July 31, 2014, the Company completed the
divestiture of its Pet Care operations in North America, Latin
America and other selected markets. The Company is
pursuing alternate plans to sell its Pet Care business in the
other markets, primarily the European Union countries. This
GBU is reported as a discontinued operation for all periods
presented.
Under U.S. GAAP, the remaining GBUs underlying the four
sectors are aggregated into five reportable segments: 1)
Beauty, 2) Grooming, 3) Health Care, 4) Fabric Care and
Home Care and 5) Baby, Feminine and Family Care. As a
result of the organizational changes, Feminine Care
transitioned from Health Care to Baby, Feminine and Family
Care for all periods presented. Our five reportable segments
are comprised of:
•
Beauty: Beauty Care (Antiperspirant and Deodorant,
Cosmetics, Personal Cleansing, Skin Care); Hair Care
and Color; Prestige (SKII, Fragrances); Salon
Professional;
74
•
Grooming: Shave Care (Blades and Razors, Pre- and
Post-Shave Products); Appliances;
•
Health Care: Personal Health Care (Gastrointestinal,
Rapid Diagnostics, Respiratory, Other Personal Health
Care, Vitamins/Minerals/Supplements); Oral Care
(Toothbrush, Toothpaste, Other Oral Care);
•
•
Fabric Care and Home Care: Fabric Care (Laundry
Additives, Fabric Enhancers, Laundry Detergents);
Home Care (Air Care, Dish Care, Surface Care);
Personal Power (Batteries); Professional;
Baby, Feminine and Family Care: Baby Care (Baby
Wipes, Diapers and Pants); Feminine Care (Feminine
Care, Incontinence); Family Care (Paper Towels,
Tissues, Toilet Paper).
The accounting policies of the segments are generally the
same as those described in Note 1. Differences between
these policies and U.S. GAAP primarily reflect income
taxes, which are reflected in the segments using applicable
blended statutory rates. Adjustments to arrive at our
effective tax rate are included in Corporate. Previously, we
also had a difference in the treatment of certain
unconsolidated investees. Certain unconsolidated investees
that are managed as integral parts of our businesses were
reflected as consolidated subsidiaries in management
reporting and segment results, with full recognition of the
individual income statement line items through before-tax
earnings. Eliminations to adjust these line items to U.S.
GAAP were included in Corporate. In determining after-tax
earnings for the businesses, we eliminated the share of
earnings applicable to other ownership interests, in a manner
similar to noncontrolling interest, and applied statutory tax
rates. During the final quarter of fiscal 2014, we changed our
management accounting for unconsolidated investees within
our segments, which had no impact to our consolidated
financial statements. Pursuant to this change, segment
results no longer include full recognition of the individual
income statement line items of unconsolidated investees, and
resulting eliminations of such amounts are no longer
included in corporate. All periods have been adjusted to
reflect this change.
Corporate includes certain operating and non-operating
activities that are not reflected in the operating results used
internally to measure and evaluate the businesses, as well as
items to adjust management reporting principles to U.S.
GAAP. Operating activities in Corporate include the results
of incidental businesses managed at the corporate level.
Operating elements also include certain employee benefit
costs, the costs of certain restructuring-type activities to
maintain a competitive cost structure, including
manufacturing and workforce optimization, and other
general Corporate items. The non-operating elements in
Corporate primarily include interest expense, certain
acquisition and divestiture gains and interest and investing
income.
Total assets for the reportable segments include those assets
managed by the reportable segment, primarily inventory,
fixed assets and intangible assets. Other assets, primarily
including cash, accounts receivable, investment securities
and goodwill, are included in Corporate.
Our business units are comprised of similar product
categories. In 2014, 2013 and 2012, nine business units
individually accounted for 5% or more of consolidated net
sales as follows:
% of Sales by Business
Unit
Years ended June 30
2014
2013
2012
Fabric Care
20%
20%
20%
Baby Care
13%
13%
13%
Hair Care and Color
11%
11%
12%
Shave Care
9%
9%
9%
Beauty Care
7%
7%
7%
Home Care
7%
7%
7%
Family Care
7%
7%
6%
Oral Care
7%
6%
6%
Feminine Care
All Other
5%
14%
5%
15%
5%
15%
100%
100%
100%
Total
The Company had net sales in the U.S. of $29.4 billion,
$29.2 billion and $28.4 billion for the years ended June 30,
2014, 2013 and 2012, respectively. Long-lived assets in the
U.S. totaled $8.7 billion and $9.1 billion as of June 30, 2014
and 2013, respectively. Long-lived assets consists of
property, plant and equipment. No other country's net sales
or long-lived assets exceed 10% of the Company totals.
Our largest customer, Wal-Mart Stores, Inc. and its affiliates,
accounted for approximately 14% of consolidated net sales
in 2014, 2013 and 2012.
Global Segment Results
BEAUTY
GROOMING
HEALTH CARE
FABRIC CARE AND HOME CARE
BABY, FEMININE AND FAMILY
CARE
CORPORATE(1)
TOTAL COMPANY
(1)
Net Sales
Earnings /
(Loss)
from
Continuing
Operations
Before
Income
Taxes
2014
$ 19,507
$
3,530
2013
19,956
3,215
2012
2014
20,318
8,009
3,196
2,589
2013
8,038
2012
2014
8,339
7,798
Net Earnings
/ (Loss) from
Continuing
Operations
Depreciation
and
Amortization
$
$
2,739
Total
Assets
75
Capital
Expenditures
394
$ 8,576
$
502
2,474
375
8,396
541
2,390
1,954
379
576
8,357
23,767
569
369
2,458
1,837
603
23,971
378
2,395
1,597
1,807
1,083
623
199
24,518
5,879
392
253
2013
7,684
1,582
1,093
191
5,933
248
2012
2014
7,235
26,060
1,520
4,678
1,022
3,039
186
625
5,832
11,384
251
1,154
2013
25,862
4,757
3,089
639
11,231
1,064
2012
25,580
4,485
2,816
627
10,647
965
2014
20,950
4,310
2,940
908
10,946
1,317
2013
20,479
4,507
3,047
837
10,926
1,560
2012
2014
19,714
738
4,271
(1,819)
2,927
(48)
753
439
9,203
83,714
1,495
253
2013
562
(1,827)
(239)
337
78,806
217
2012
2014
820
83,062
(3,339)
14,885
(1,812)
11,707
636
3,141
73,687
144,266
292
3,848
2013
82,581
14,692
11,301
2,982
139,263
4,008
2012
82,006
12,528
9,150
3,204
132,244
3,964
The Corporate reportable segment includes depreciation and amortization, total assets and capital expenditures of the Snacks business prior to its
divestiture effective May 31, 2012 and of the Pet Care business.
NOTE 13
DISCONTINUED OPERATIONS
On July 31, 2014, the Company completed the divestiture of
its Pet Care operations in North America, Latin America, and
other selected countries to Mars, Incorporated (Mars) for
$2.9 billion in an all-cash transaction. Under the terms of
the agreement, Mars acquired our branded pet care products,
our manufacturing facilities in the United States and the
majority of the employees working in the Pet Care business.
The agreement includes an option for Mars to acquire the
Pet Care business in several additional countries. The onetime earnings impact from the divestiture is not expected to
be material and will be reflected in fiscal 2015 results. The
European Union countries are not included in the agreement
with Mars. The Company is pursuing alternate plans to sell
its Pet Care business in these markets.
The Pet Care business had historically been part of the
Company’s Health Care reportable segment. In accordance
with applicable accounting guidance for the disposal of
long-lived assets, the results of the Pet Care business are
presented as discontinued operations and, as such, have been
excluded from both continuing operations and segment
results for all periods presented. Additionally, the Pet Care
balance sheet positions as of June 30, 2014 are presented as
assets and liabilities held for sale in the Consolidated
Balance Sheets.
In fiscal 2012, the Company completed the divestiture of our
global Snacks business to The Kellogg Company (Kellogg)
for $2.7 billion of cash. Under the terms of the agreement,
Kellogg acquired our branded snacks products, our
manufacturing facilities in Belgium and the United States
and the majority of the employees working on the snacks
business. The Company recorded an after-tax gain on the
transaction of $1.4 billion, which is included in net earnings
from discontinued operations in the Consolidated Statement
of Earnings for the year ended June 30, 2012.
The Snacks business had historically been part of the
Company's former Snacks and Pet Care reportable segment.
In accordance with the applicable accounting guidance for
the disposal of long-lived assets, the results of the Snacks
76
business are presented as discontinued operations and, as
such, have been excluded from both continuing operations
and segment results for all years presented.
Following is selected financial information included in net earnings from discontinued operations for the pet care and snacks
businesses:
Net Sales
PET CARE
SNACKS
TOTAL
Earnings from
Discontinued
Operations
Income Tax
Expense
$
$
130
(52)
Gain on Sale
of
Discontinued
Operations
Income Tax
Benefit/
(Expense)
on Sale
Net Earnings
from
Discontinued
Operations
$
$
$
2014 $
1,475
2013
1,586
151
(50)
—
—
101
2012
2014
1,674
—
257
—
(90)
—
—
—
—
167
—
—
—
(482)
—
—
2013
—
—
2012
2014
1,440
1,475
266
130
—
(96)
(52)
1,899
—
2013
1,586
151
(50)
—
2012
3,114
523
(186)
1,899
—
—
—
(482)
78
—
1,587
78
101
1,754
At June 30, 2014, the major components of assets and liabilities of the Pet Care business held for sale were as follows:
June 30, 2014
Inventories
Prepaid expenses and other current assets
$
122
14
Property, plant and equipment, net
441
Goodwill and intangible assets, net
2,258
Other noncurrent assets
Total assets held for sale
Accounts payable
Accrued and other liabilities
Noncurrent deferred tax liabilities
Total liabilities held for sale
14
2,849
63
13
584
660
77
NOTE 14
QUARTERLY RESULTS (UNAUDITED)
Quarters Ended
Mar 31
Jun 30
NET SALES
2013-2014
$ 20,830
Sept 30
$ 21,897
Dec 31
$ 20,178
$ 20,157
$83,062
Total Year
2012-2013
20,342
21,737
20,205
20,297
82,581
OPERATING INCOME
2013-2014
4,120
4,523
3,405
3,240
GROSS MARGIN
2012-2013
2013-2014
3,889
49.2%
4,429
50.3%
3,361
48.6%
2,651
47.2%
2012-2013
50.3 %
51.2 %
50.0 %
47.9 %
15,288
14,330
48.9%
(3)
49.9 %
NET EARNINGS:
2013-2014
$ 3,039
2012-2013
2013-2014
2,812
18
$
3,454
4,034
18
2012-2013
Net earnings attributable to Procter & Gamble 2013-2014
41
3,027
42
3,428
2012-2013
2,814
4,057
$ 2,603
$ 2,611
2,562
33
1,893
9
29
2,609
(11)
2,579
2,566
1,875
(2)
(2)
$11,707
11,301
78
(3)
101
11,643
11,312
(3)
DILUTED NET EARNINGS PER
COMMON SHARE: (1)
2013-2014
2012-2013
2013-2014
0.95
0.01
1.38
0.01
0.87
0.01
0.64
—
3.83
0.03
Net earnings
2012-2013
2013-2014
0.01
1.04
0.01
1.18
0.01
0.90
—
0.89
0.03
4.01
2012-2013
0.96
1.39
0.88
0.64
3.86
(1)
(2)
(3)
$
1.03
$
1.17
$
0.89
$
0.89
$
3.98
Diluted net earnings per share is calculated on earnings attributable to Procter & Gamble.
The Company acquired the balance of its Baby Care and Feminine Care joint venture in Iberia in October 2012 resulting in a non-operating
gain of $623.
During the fourth quarter of fiscal year 2013, the Company recorded before-tax goodwill and indefinite-lived intangible assets impairment
charges of $308 ($290 after-tax). For additional details, see Note 2.
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.
Not applicable.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures.
The Company's President and Chief Executive Officer, A. G.
Lafley, and the Company's Chief Financial Officer, Jon R.
Moeller, performed an evaluation of the Company's
disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) of the Securities Exchange Act of
1934 (Exchange Act)) as of the end of the period covered by
this Annual Report on Form 10-K.
Messrs. Lafley and Moeller have concluded that the
Company's disclosure controls and procedures were
effective to ensure that information required to be disclosed
in reports we file or submit under the Exchange Act is
(1) recorded, processed, summarized and reported within the
time periods specified in Securities and Exchange
Commission rules and forms, and (2) accumulated and
communicated to our management, including Messrs. Lafley
and Moeller, to allow their timely decisions regarding
required disclosure.
Changes in Internal Control over Financial Reporting.
There were no changes in our internal control over financial
reporting that occurred during the Company's fourth fiscal
quarter that have materially affected, or are reasonably likely
to materially affect, the Company's internal control over
financial reporting.
Item 9B. Other Information.
Not applicable.
78
PART III
Item 10. Directors, Executive Officers and Corporate
Governance.
The Board of Directors has determined that the following
members of the Audit Committee are independent and are
Audit Committee financial experts as defined by SEC rules:
Ms. Patricia A. Woertz (Chair) and Mr. Kenneth I. Chenault.
reference to the following sections of the 2014 Proxy
Statement filed pursuant to Regulation 14A: the section
entitled Election of Directors, up to and including the
subsection entitled Nominees for Election of Directors with
Terms Expiring in 2015, Corporate Governance, up to but
not including the subsection entitled Board Engagement and
Attendance; the section entitled Code of Ethics; and the
section entitled Section 16(a) Beneficial Ownership
Reporting Compliance. Pursuant to Instruction 3 of Item 401
(b) of Regulation S-K, Executive Officers of the Registrant
are reported in Part I of this report.
Item 11. Executive Compensation.
Plan Category
Equity compensation plans approved by
security holders (1)
Options
Restricted Stock Units (RSUs) / Performance
Stock Units (PSUs)
Equity compensation plans not approved by
security holders (3)
Options
GRAND TOTAL
Statement filed pursuant to Regulation 14A: the portion of
the Corporate Governance section entitled Committees of
the Board and the portion beginning with Director
Compensation up to but not including the section entitled
Security Ownership of Management and Certain Beneficial
Owners.
Item 12. Security Ownership of Certain Beneficial Owners
and Management and Related Stockholder Matters.
The following table gives information about the Company's
common stock that may be issued upon the exercise of
options, warrants and rights under all of the Company's
equity compensation plans as of June 30, 2014. The table
includes the following plans: The Procter & Gamble 1992
Stock Plan; The Procter & Gamble 1992 Stock Plan (Belgian
Version); The Procter & Gamble 1993 Non-Employee
Directors' Stock Plan; The Procter & Gamble Future Shares
Plan; The Procter & Gamble 2001 Stock and Incentive
Compensation Plan; The Procter & Gamble 2003 NonEmployee Directors' Stock Plan; The Gillette Company 2004
Long-Term Incentive Plan; The Procter & Gamble 2009
Stock and Incentive Compensation Plan; and The Procter &
Gamble 2013 Non-Employee Directors' Stock Plan.
(c)
Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a))
(a)
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
(b)
Weightedaverage exercise
price of outstanding
options, warrants and
rights
280,075,306
$59.8321
(2)
10,678,573
N/A
(2)
11,550,407
57.8818
(4)
302,304,286
59.7448
(5)
26,684,466
(1)
Includes The Procter & Gamble 1992 Stock Plan; The Procter & Gamble 1993 Non-Employee Directors Stock Plan; The Procter &
Gamble 2001 Stock and Incentive Compensation Plan; The Procter & Gamble 2003 Non-Employee Directors Stock Plan; The
Procter & Gamble 2009 Stock and Incentive Compensation Plan; and The Procter & Gamble 2013 Non-Employee Directors' Stock
Plan.
(2)
Of the plans listed in (1), only The Procter & Gamble 2009 Stock and Incentive Compensation Plan and The Procter & Gamble
2013 Non- Employee Directors Stock Plan allow for future grants of securities. The maximum number of shares that may be
granted under these plans is 180 million shares. Stock options and stock appreciation rights are counted on a one for one basis
while full value awards (such as RSUs and PSUs) will be counted as 2.88 shares for each share awarded. Total shares available for
future issuance under these plans is 27 million.
(3)
Includes The Procter & Gamble 1992 Stock Plan (Belgian version); The Procter & Gamble Future Shares Plan; and The Gillette
Company 2004 Long-Term Incentive Plan.
(4)
None of the plans listed in (3) allow for future grants of securities.
(5)
Weighted average exercise price of outstanding options only.
The Procter & Gamble 1992 Stock Plan (Belgian Version)
No further grants can be made under the plan, although
unexercised stock options previously granted under this plan
remain outstanding. This plan was approved by the
Company's Board of Directors on February 14, 1997.
Although the plan has not been submitted to shareholders for
approval, it is nearly identical to The Procter & Gamble
1992 Stock Plan, approved by the Company's shareholders
on October 13, 1992, except for a few minor changes
designed to comply with the Belgian tax laws.
The plan was designed to attract, retain and motivate key
Belgian employees. Under the plan, eligible participants
were: (i) granted or offered the right to purchase stock
options, (ii) granted stock appreciation rights and/or
(iii) granted shares of the Company's common stock. Except
in the case of death of the recipient, all stock options and
stock appreciation rights must vest in no less than one year
from the date of grant and must expire no later than fifteen
years from the date of grant. The exercise price for all stock
options granted under the plan is the average price of the
Company's stock on the date of grant. If a recipient of a
grant leaves the Company while holding an unexercised
option or right, any unexercisable portions immediately
become void, except in the case of death, and any
exercisable portions become void within one month of
departure, except in the case of death or retirement. Any
common stock awarded under the plan may be subject to
restrictions on sale or transfer while the recipient is
employed, as the committee administering the plan may
determine.
The Procter & Gamble Future Shares Plan
On October 14, 1997, the Company's Board of Directors
approved The Procter & Gamble Future Shares Plan
pursuant to which options to purchase shares of the
Company's common stock may be granted to employees
worldwide. The purpose of this plan is to advance the
interests of the Company by giving substantially all
employees a stake in the Company's future growth and
success and to strengthen the alignment of interests between
employees and the Company's shareholders through
increased ownership of shares of the Company's stock. The
plan has not been submitted to shareholders for approval.
Subject to adjustment for changes in the Company's
capitalization, the number of shares to be granted under the
plan is not to exceed 17 million shares. Under the plan's
regulations, recipients are granted options to acquire 100
shares of the Company's common stock at an exercise price
equal to the average price of the Company's common stock
on the date of the grant. These options vest five years after
the date of grant and expire ten years following the date of
grant. If a recipient leaves the employ of the Company prior
to the vesting date for a reason other than disability,
retirement or special separation (as defined in the plan), then
the award is forfeited.
79
At the time of the first grant following Board approval of the
plan, each employee of the Company not eligible for an
award under the 1992 Stock Plan was granted options for
100 shares. From the date of this first grant through June 30,
2003, each new employee of the Company has also received
options for 100 shares. Following the grant of options on
June 30, 2003, the Company suspended this part of the plan.
The plan terminated on October 13, 2007.
The Gillette Company 2004 Long-Term Incentive Plan
Shareholders of The Gillette Company approved The
Gillette Company 2004 Long-Term Incentive Plan on
May 20, 2004, and the plan was assumed by the Company
upon the merger between The Procter & Gamble Company
and The Gillette Company. All options became immediately
vested and exercisable on October 1, 2005 as a result of the
merger. After the merger, all outstanding options became
options to purchase shares of The Procter & Gamble
Company subject to an exchange ratio of .975 shares of
P&G stock per share of Gillette stock. Only employees
previously employed by The Gillette Company prior to
October 1, 2005 are eligible to receive grants under this
plan.
The plan was designed to attract, retain and motivate
employees of The Gillette Company and, until the effective
date of the merger between The Gillette Company and The
Procter & Gamble Company, non-employee members of the
Gillette Board of Directors. Under the plan, eligible
participants are: (i) granted or offered the right to purchase
stock options, (ii) granted stock appreciation rights and/or
(iii) granted shares of the Company's common stock or
restricted stock units (and dividend equivalents). Subject to
adjustment for changes in the Company's capitalization and
the addition of any shares authorized but not issued or
redeemed under The Gillette Company 1971 Stock Option
Plan, the number of shares to be granted under the plan is
not to exceed 19,000,000 shares.
Except in the case of death of the recipient, all stock options
and stock appreciation rights must expire no later than ten
years from the date of grant. The exercise price for all stock
options granted under the plan must be equal to or greater
than the fair market value of the Company's stock on the
date of grant. Any common stock awarded under the plan
may be subject to restrictions on sale or transfer while the
recipient is employed, as the committee administering the
plan may determine.
If a recipient of a grant leaves the Company while holding
an unexercised option or right: (1) any unexercisable
portions immediately become void, except in the case of
death, retirement, special separation (as those terms are
defined in the plan) or any grants as to which the
Compensation Committee of the Board of Directors has
waived the termination provisions; and (2) any exercisable
portions immediately become void, except in the case of
80
death, retirement, special separation, voluntary resignation
that is not for Good Reason (as those terms are defined in
the plan) or any grants as to which the Compensation
Committee of the Board of Directors has waived the
termination provisions.
Statement filed pursuant to Regulation 14A: the sections
entitled Director Independence and Review and Approval of
Transactions with Related Persons.
Additional information required by this item is incorporated
by reference to the 2014 Proxy Statement filed pursuant to
Regulation 14A, beginning with the section entitled Security
Ownership of Management and Certain Beneficial Owners
and up to but not including the section entitled Section 16(a)
Beneficial Ownership Reporting Compliance.
Item 14. Principal Accountant Fees and Services.
reference to the 2014 Proxy Statement filed pursuant to
Regulation 14A, beginning with the section entitled Report
of the Audit Committee and ending with the section entitled
Services Provided by Deloitte.
Item 13. Certain Relationships and Related Transactions and
Director Independence.
PART IV
Item 15. Exhibits and Financial Statement Schedules.
1.
Financial Statements:
The following Consolidated Financial Statements of The
Procter & Gamble Company and subsidiaries, management's
report and the reports of the independent registered public
accounting firm are incorporated by reference in Part II,
Item 8 of this Form 10-K.
• Management's Report on Internal Control over
Financial Reporting
• Report of Independent Registered Public
Accounting Firm on Internal Control over Financial
Reporting
• Report of Independent Registered Public
Accounting Firm on Consolidated Financial Statements
2.
• Consolidated Statements of Earnings - for years
ended June 30, 2014, 2013 and 2012
• Consolidated Statements of Other Comprehensive
Income - for years ended June 30, 2014, 2013 and 2012
• Consolidated Balance Sheets - as of June 30, 2014
and 2013
• Consolidated Statements of Shareholders' Equity for years ended June 30, 2014, 2013 and 2012
• Consolidated Statements of Cash Flows - for years
ended June 30, 2014, 2013 and 2012
• Notes to Consolidated Financial Statements
Financial Statement Schedules:
These schedules are omitted because of the absence of the
conditions under which they are required or because the
information is set forth in the Consolidated Financial
Statements or Notes thereto.
Exhibits:
Exhibit
Exhibit
(3-1) -
Amended Articles of Incorporation (as amended by shareholders at the annual meeting on
October 11, 2011) (Incorporated by reference to Exhibit (3-1) of the Company's Form 10-Q for the
quarter ended September 30, 2011).
(3-2) -
Regulations (as approved by the Board of Directors on December 10, 2013) (Incorporated by
reference to Exhibit (3-2) of the Company's Form 10-Q for the quarter ending December 31, 2013).
(4) -
Registrant agrees to file a copy of documents defining the rights of holders of long-term debt upon
request of the Commission.
Exhibit (10-1) -
The Procter & Gamble 2001 Stock and Incentive Compensation Plan (as amended on August 17,
2007), which was originally adopted by shareholders at the annual meeting on October 9, 2001
(Incorporated by reference to Exhibit (10-1) of the Company's Form 10-Q for the quarter ended
March 31, 2013), and related correspondence and terms and conditions (Incorporated by reference to
Exhibit (10-1) of the Company's Form 10-Q for the quarter ended December 31, 2013).*
(10-2) -
The Procter & Gamble 1992 Stock Plan (as amended December 11, 2001), which was originally
adopted by the shareholders at the annual meeting on October 12, 1992 (Incorporated by reference to
Exhibit (10-2) of the Company's Annual Report on Form 10-K for the year ended June 30, 2013).*
(10-3) -
The Procter & Gamble Executive Group Life Insurance Policy (Incorporated by reference to Exhibit
(10-3) of the Company's Annual Report on Form 10-K for the year ended June 30, 2013).*
81
(10-4) -
The Procter & Gamble Deferred Compensation Plan for Directors (as amended December 12, 2006),
which was originally adopted by the Board of Directors on September 9, 1980 (Incorporated by
reference to Exhibit (10-4) of the Company’s Annual Report on Form 10-K for the year ended June
30, 2012).*
(10-5) -
The Procter & Gamble 1993 Non-Employee Directors' Stock Plan (as amended September 10,
2002), which was originally adopted by the shareholders at the annual meeting on October 11, 1994
(Incorporated by reference to Exhibit (10-5) of the Company's Annual Report on Form 10-K for the
year ended June 30, 2013).*
(10-6) -
The Procter & Gamble 1992 Stock Plan (Belgian Version) (as amended December 11, 2001), which
was originally adopted by the Board of Directors on February 14, 1997 (Incorporated by reference to
Exhibit (10-6) of the Company’s Annual Report on Form 10-K for the year ended June 30, 2013).*
(10-7) -
The Procter & Gamble Future Shares Plan (as adjusted for the stock split effective May 21, 2004),
which was originally adopted by the Board of Directors on October 14, 1997 (Incorporated by
reference to Exhibit (10-7) of the Company's Annual Report on Form 10-K for the year ended June
30, 2010).*
(10-8) -
The Procter & Gamble 2003 Non-Employee Directors' Stock Plan (as amended in August 2007)
which was originally adopted by the shareholders at the annual meeting on October 14, 2003, and
related correspondence and terms and conditions (Incorporated by reference to Exhibit (10-1) of the
Company's Form 10-Q for the quarter ended September 30, 2012).*
(10-9) -
The Procter & Gamble Company Executive Deferred Compensation Plan (Incorporated by reference
to Exhibit (10-4) of the Company's Form 10-Q for the quarter ended December 31, 2013).*
(10-10) -
Summary of the Company's Short Term Achievement Reward Program (Incorporated by reference to
Exhibit (10-2) of the Company’s Form 10-Q for the quarter ended September 30, 2012) and related
correspondence and terms and conditions (Incorporated by reference to Exhibit (10-4) of the
Company's Form 10-Q for the quarter ended December 31, 2012).*
(10-11) -
Company's Forms of Separation Agreement & Release (Incorporated by reference to Exhibit (10-3)
of the Company's Form 10-Q for the quarter ended December 31, 2012).*
(10-12) -
Summary of personal benefits available to certain officers and non-employee directors (Incorporated
by reference to Exhibit (10-1) of the Company's Form 10-Q for the quarter ended September 30,
2013).*
(10-13) -
The Gillette Company 2004 Long-Term Incentive Plan (as amended on August 14, 2007)
September 30, 2012).*
(10-14) -
The Gillette Company Executive Life Insurance Program (Incorporated by reference to Exhibit
(10-15) of the Company’s Annual Report on Form 10-K for the year ended June 30, 2012).*
(10-15) -
The Gillette Company Personal Financial Planning Reimbursement Program (Incorporated by
30, 2012) .*
(10-16) -
The Gillette Company Senior Executive Financial Planning Program (Incorporated by reference to
(10-17) -
The Gillette Company Estate Preservation (Incorporated by reference to Exhibit (10-18) of the
Company’s Annual Report on Form 10-K for the year ended June 30, 2012).*
(10-18) -
The Gillette Company Deferred Compensation Plan (Incorporated by reference to Exhibit (10-19) of
the Company’s Annual Report on Form 10-K for the year ended June 30, 2012).*
(10-19) -
Senior Executive Recoupment Policy (Incorporated by reference to Exhibit (10-20) of the
(10-20) -
The Gillette Company Deferred Compensation Plan (for salary deferrals prior to January 1, 2005) as
amended through August 21, 2006 (Incorporated by reference to Exhibit (10-21) of the Company’s
Annual Report on Form 10-K for the year ended June 30, 2012).*
82
(10-21) -
The Procter & Gamble 2009 Stock and Incentive Compensation Plan which was originally adopted
by shareholders at the annual meeting on October 13, 2009 (Incorporated by reference to Exhibit
(10-3) of the Company's Form 10-Q for the quarter ended December 31, 2011), and the Regulations
of the Compensation and Leadership Development Committee for The Procter & Gamble 2009
Stock and Incentive Compensation Plan, The Procter & Gamble 2001 Stock and Incentive
Compensation Plan, The Procter & Gamble 1992 Stock Plan, The Procter & Gamble 1992 Stock
Plan (Belgium Version), The Gillette Company 2004 Long-Term Incentive Plan and the Gillette
Company 1971 Stock Option Plan (Incorporated by reference to Exhibit (10-1) of the Company's
Form 10-Q for the quarter ended December 31, 2012).*
(10-22) -
The Procter & Gamble 2009 Stock and Incentive Compensation Plan - Additional terms and
conditions and related correspondence (Incorporated by reference to Exhibit (10-2) of the Company
(10-23) -
The Procter & Gamble Performance Stock Program Summary (Incorporated by reference to Exhibit
(10-2) of the Company's Form 10-Q for the quarter ended March 31, 2012) and related terms and
conditions (Incorporated by reference to Exhibit (10-24) of the Company’s Annual Report on Form
10-K for the year ended June 30, 2012). *
(10-24) -
The Procter & Gamble 2013 Non-Employee Directors' Stock Plan (Incorporated by reference to
Exhibit 10-3 of the Company's Form 10-Q for the quarter ended December 31, 2013).
Exhibit
(12) -
Computation of Ratio of Earnings to Fixed Charges. +
Exhibit
(21) -
Subsidiaries of the Registrant. +
Exhibit
(23) -
Consent of Independent Registered Public Accounting Firm. +
Exhibit
(31) -
Rule 13a-14(a)/15d-14(a) Certifications. +
Exhibit
(32) -
Section 1350 Certifications. +
Exhibit (99-1) 101.INS (1)
Summary of Directors and Officers Insurance Program. +
XBRL Instance Document
101.SCH (1)
XBRL Taxonomy Extension Schema Document
101.CAL (1)
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF (1)
XBRL Taxonomy Definition Linkbase Document
101.LAB (1)
XBRL Taxonomy Extension Label Linkbase Document
101.PRE (1)
XBRL Taxonomy Extension Presentation Linkbase Document
(1)
Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a
registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933
or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.
*
Compensatory plan or arrangement
+
Filed herewith.
83
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized in the city of Cincinnati, State of Ohio.
THE PROCTER & GAMBLE COMPANY
By
/s/
A.G. LAFLEY
(A.G. Lafley)
August 8, 2014
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons in the capacities and on the dates indicated.
Signature
Title
Date
Chief Executive Officer (Principal
Executive Officer)
August 8, 2014
(Principal Financial Officer)
August 8, 2014
Senior Vice President, Comptroller &
Treasurer (Principal Accounting Officer)
August 8, 2014
Director
August 8, 2014
Director
August 8, 2014
SCOTT D. COOK__
(Scott D. Cook)
Director
August 8, 2014
SUSAN DESMOND-HELLMANN
(Susan Desmond-Hellmann)
Director
August 8, 2014
/S/ TERRY J. LUNDGREN
(Terry J. Lundgren)
Director
August 8, 2014
/S/ W. JAMES MCNERNEY, JR.
(W. James McNerney, Jr.)
Director
August 8, 2014
MARGARET C. WHITMAN
(Margaret C. Whitman)
Director
August 8, 2014
MARY AGNES WILDEROTTER
(Mary Agnes Wilderotter)
Director
August 8, 2014
PATRICIA A. WOERTZ
(Patricia A. Woertz)
Director
August 8, 2014
ERNESTO ZEDILLO
(Ernesto Zedillo)
Director
August 8, 2014
/S/ A.G. LAFLEY ___
(A.G. Lafley)
/S/
JON R. MOELLER
(Jon R. Moeller)
/S/ VALARIE L. SHEPPARD
(Valarie L. Sheppard)
/S/ ANGELA F. BRALY
(Angela F. Braly)
/S/
KENNETH I. CHENAULT
(Kenneth I. Chenault)
/S/
/S/
/S/
/S/
/S/
/S/
84
EXHIBIT INDEX
Exhibit
Exhibit
(3-1) -
Amended Articles of Incorporation (as amended by shareholders at the annual meeting on
October 11, 2011) (Incorporated by reference to Exhibit (3-1) of the Company's Form 10-Q for the
quarter ended September 30, 2011).
(3-2) -
Regulations (as approved by the Board of Directors on December 10, 2013) (Incorporated by
reference to Exhibit (3-2) of the Company's Form 10-Q for the quarter ending December 31, 2013).
(4) -
Registrant agrees to file a copy of documents defining the rights of holders of long-term debt upon
request of the Commission.
Exhibit (10-1) -
The Procter & Gamble 2001 Stock and Incentive Compensation Plan (as amended on August 17,
2007) which was originally adopted by shareholders at the annual meeting on October 9, 2001
March 31, 2013), and related correspondence and terms and conditions (Incorporated by reference to
Exhibit (10-1) of the Company's Form 10-Q for the quarter ended December 31, 2008).*
(10-2) -
The Procter & Gamble 1992 Stock Plan (as amended December 11, 2001), which was originally
adopted by the shareholders at the annual meeting on October 12, 1992 (Incorporated by reference to
Exhibit (10-2) of the Company’s Annual Report on Form 10-K for the year ended June 30, 2013)*
(10-3) -
The Procter & Gamble Executive Group Life Insurance Policy (Incorporated by reference to Exhibit
(10-3) of the Company’s Annual Report on Form 10-K for the year ended June 30, 2013)*
(10-4) -
The Procter & Gamble Deferred Compensation Plan for Directors (as amended December 12, 2006),
which was originally adopted by the Board of Directors on September 9, 1980 (Incorporated by
30, 2012).*
(10-5) -
The Procter & Gamble 1993 Non-Employee Directors' Stock Plan (as amended September 10,
2002), which was originally adopted by the shareholders at the annual meeting on October 11, 1994.
(Incorporated by reference to Exhibit (10-5) of the Company’s Annual Report on Form 10-K for the
year ended June 30, 2013).*
(10-6) -
The Procter & Gamble 1992 Stock Plan (Belgian Version) (as amended December 11, 2001), which
was originally adopted by the Board of Directors on February 14, 1997. (Incorporated by reference
to Exhibit (10-6) of the Company’s Annual Report on Form 10-K for the year ended June 30,
2013).*
(10-7) -
The Procter & Gamble Future Shares Plan (as adjusted for the stock split effective May 21, 2004),
which was originally adopted by the Board of Directors on October 14, 1997 (Incorporated by
reference to Exhibit (10-7) of the Company's Annual Report on Form 10-K for the year ended June
30, 2010).*
(10-8) -
The Procter & Gamble 2003 Non-Employee Directors' Stock Plan (as amended in August 2007),
which was originally adopted by the shareholders at the annual meeting on October 14, 2003, and
related correspondence and terms and conditions (Incorporated by reference to Exhibit (10-1) of the
Company's Form 10-Q for the quarter ended September 30, 2012).*
(10-9) -
The Procter & Gamble Company Executive Deferred Compensation Plan (Incorporated by reference
to Exhibit (10-4) of the Company's Form 10-Q for the quarter ended December 31, 2013).*
(10-10) -
Summary of the Company's Short Term Achievement Reward Program (Incorporated by reference to
Exhibit (10-2) of the Company’s Form 10-Q for the quarter ended September 30, 2012) and related
correspondence and terms and conditions (Incorporated by reference to Exhibit (10-4) of the
Company's Form 10-Q for the quarter ended December 31, 2012).*
(10-11) -
Company's Forms of Separation Agreement & Release (Incorporated by reference to Exhibit (10-3)
of the Company's Form 10-Q for the quarter ended December 31, 2012).*
(10-12) -
Summary of personal benefits available to certain officers and non-employee directors (Incorporated
by reference to Exhibit (10-1) of the Company's Form 10-Q for the quarter ended September 30,
2013).*
(10-13) -
The Gillette Company 2004 Long-Term Incentive Plan (as amended on August 14, 2007)
September 30, 2012).*
(10-14) -
The Gillette Company Executive Life Insurance Program (Incorporated by reference to Exhibit
(10-15) of the Company’s Annual Report on Form 10-K for the year ended June 30, 2012).*
85
(10-15) -
The Gillette Company Personal Financial Planning Reimbursement Program (Incorporated by
30, 2012) .*
(10-16) -
The Gillette Company Senior Executive Financial Planning Program (Incorporated by reference to
(10-17) -
The Gillette Company Estate Preservation (Incorporated by reference to Exhibit (10-18) of the
(10-18) -
The Gillette Company Deferred Compensation Plan (Incorporated by reference to Exhibit (10-19) of
the Company’s Annual Report on Form 10-K for the year ended June 30, 2012).*
(10-19) -
Senior Executive Recoupment Policy (Incorporated by reference to Exhibit (10-20) of the
(10-20) -
The Gillette Company Deferred Compensation Plan (for salary deferrals prior to January 1, 2005) as
amended through August 21, 2006 (Incorporated by reference to Exhibit (10-21) of the Company’s
Annual Report on Form 10-K for the year ended June 30, 2012).*
(10-21) -
The Procter & Gamble 2009 Stock and Incentive Compensation Plan, which was originally adopted
by shareholders at the annual meeting on October 13, 2009 (Incorporated by reference to Exhibit
(10-3) of the Company's Form 10-Q for the quarter ended December 31, 2011), and the Regulations
of the Compensation and Leadership Development Committee for The Procter & Gamble 2009
Stock and Incentive Compensation Plan, The Procter & Gamble 2001 Stock and Incentive
Compensation Plan, The Procter & Gamble 1992 Stock Plan, The Procter & Gamble 1992 Stock
Plan (Belgium Version), The Gillette Company 2004 Long-Term Incentive Plan and the Gillette
Company 1971 Stock Option Plan (Incorporated by reference to Exhibit (10-1) of the Company's
(10-22) -
The Procter & Gamble 2009 Stock and Incentive Compensation Plan - Additional terms and
conditions and related correspondence (Incorporated by reference to Exhibit (10-2) of the Company
(10-23) -
The Procter & Gamble Performance Stock Program Summary (Incorporated by reference to Exhibit
(10-2) of the Company's Form 10-Q for the quarter ended March 31, 2012) and related terms and
conditions (Incorporated by reference to Exhibit (10-24) of the Company’s Annual Report on Form
10-K for the year ended June 30, 2012). *
(10-24) -
The Procter & Gamble 2013 Non-Employee Directors' Stock Plan (Incorporated by reference to
Exhibit 10-3 of the Company's Form 10-Q for the quarter ended December 31, 2013).
Exhibit
(12) -
Computation of Ratio of Earnings to Fixed Charges.
Exhibit
(21) -
Subsidiaries of the Registrant.
Exhibit
(23) -
Consent of Independent Registered Public Accounting Firm.
Exhibit
(31) -
Rule 13a-14(a)/15d-14(a) Certifications.
Exhibit
(32) -
Section 1350 Certifications.
Exhibit (99-1) 101.INS (1)
Summary of Directors and Officers Insurance Program.
XBRL Instance Document
101.SCH (1)
XBRL Taxonomy Extension Schema Document
101.CAL (1)
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF (1)
XBRL Taxonomy Definition Linkbase Document
101.LAB (1)
XBRL Taxonomy Extension Label Linkbase Document
101.PRE (1)
XBRL Taxonomy Extension Presentation Linkbase Document
86
(1)
*
Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a
registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933
or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.
Compensatory plan or arrangement
The Procter & Gamble Company 87
Global Leadership Council
Board of Directors
A.G. Lafley
Chairman of the Board, President
and Chief Executive Officer
Angela F. Braly
Former Chair of the Board, President and Chief Executive Officer of
WellPoint, Inc. (healthcare insurance). Director since 2009. Also a Director
of Lowe’s Companies, Inc. Age 53. Member of the Audit and Governance
& Public Responsibility Committees.
Kenneth I. Chenault
Chairman and Chief Executive Officer of the American Express Company
(global services, payments and travel). Director since 2008. Also a Director
of International Business Machines Corporation. Age 63. Member of
the Audit and Compensation & Leadership Development Committees.
Scott D. Cook
Chairman of the Executive Committee of the Board of Intuit Inc. (software
and web services). Director since 2000. Also a Director of eBay Inc. Age 62.
Chair of the Innovation & Technology Committee and member of the
Compensation & Leadership Development Committee.
Susan Desmond-Hellmann
Chief Executive Officer of the Bill & Melinda Gates Foundation (a private
foundation supporting U.S. education, global health and development, and
community giving in the Pacific Northwest). Former Chancellor and Arthur
and Toni Rembe Rock Distinguished Professor, University of California,
San Francisco. Director since 2010. Also a Director of Facebook, Inc.
Age 57. Member of the Audit and Innovation & Technology Committees.
A.G. Lafley
Chairman of the Board, President and Chief Executive Officer of the Company.
Director since 2013. Also a Director of Legendary Pictures, LLC. Age 67.
Terry J. Lundgren
Chairman and Chief Executive Officer of Macy’s, Inc. (national retailer).
Director since 2013. Also a Director of Kraft Foods Group. Age 62.
Member of the Governance & Public Responsibility and Innovation &
Technology Committees.
COMPANY OPERATIONS
Werner Geissler
Vice Chairman and Advisor
to the Chairman and
Mark F. Biegger
Chief Human Resources Officer
Linda Clement-Holmes
Global IDS (Information &
Decision Solutions) Officer
Kathleen B. Fish
Chief Technology Officer
Deborah P. Majoras
Chief Legal Officer and Secretary
Jon R. Moeller
Filippo Passerini
Group President – Global Business
Services and Chief Information Officer
Marc S. Pritchard
Global Brand Building Officer
Yannis Skoufalos
Global Product Supply Officer
Carolyn M. Tastad
Global Customer Business
Development Officer
Jorge Uribe
Global Productivity & Organization
Transformation Officer
Philip Duncan
Global Design Officer
William Gipson
Senior Vice President – Global
Diversity and Research &
Development, Global Hair Care
and Color and Salon Professional
Julio N. Nemeth
Senior Vice President – Product
Supply, Global Operations
Valarie L. Sheppard
Senior Vice President –
Comptroller and Treasurer
Kirti V. Singh
Vice President, Global Consumer
& Market Knowledge
Nancy K. Swanson
Vice President – Corporate
SELLING & MARKET OPERATIONS
Tarek N. Farahat
President – Latin America
Mary Lynn Ferguson-McHugh
Group President – Europe
Melanie Healey
Group President – North America
Hatsunori Kiriyama
President – Asia
Mohamed Samir
President – India, Middle East
and Africa
Jeffrey K. Schomburger
President – Global Walmart Team
Shannan Stevenson
President – Greater China
Alessandro Tosolini
Senior Vice President – Global
eBusiness
Martin Riant
Group President – Global Baby,
Feminine and Family Care
Steven D. Bishop
Group President – Global
Feminine and Family Care
BEAUTY
Deborah A. Henretta
Group President – Global Beauty
Joanne Crewes
President – Global Prestige
Colleen E. Jay
President – Global Retail Hair Care
and Color
Adil Mehboob-Khan
President – Global Salon Professional
FABRIC AND HOME CARE
Giovanni Ciserani
Group President – Global Fabric
and Home Care
Stassi Anastassov
President – Duracell
George Tsourapas
President – Global Home Care
and P&G Professional
HEALTH AND GROOMING
David Taylor
Group President – Global Health
and Grooming
Patrice Louvet
Group President – Global Grooming
Charles E. Pierce
Group President – Global Oral Care
and New Business Creation and
Innovation
Thomas M. Finn
President – Global Health Care
The following Company officer
retired during the 2013 –14
fiscal year:
Robert L. Fregolle, Jr.
The following Company officers
announced their intention to retire
during the 2014 –15 fiscal year:
Bruce Brown
Joan Lewis
Laurent Philippe
W. James McNerney, Jr.
Chairman of the Board and Chief Executive Officer of The Boeing Company
(aerospace, commercial jetliners and military defense systems). Director since
2003. Also a Director of International Business Machines Corporation. Age 65.
Presiding Director, Chair of the Compensation & Leadership Development
Committee and member of the Governance & Public Responsibility Committee.
Margaret C. Whitman
President and Chief Executive Officer of Hewlett Packard (computer software,
hardware and IT services) since September 2011. Former President and
Chief Executive Officer of eBay Inc. (ecommerce and payments) from 1998
to 2008. Director since 2011. Age 58. Member of the Compensation &
Leadership Development and Innovation & Technology Committees.
Mary Agnes Wilderotter
Chairman of the Board and Chief Executive Officer of Frontier Communications
Corporation (communications company specializing in providing services
to rural areas and small and medium-sized towns and cities). Director since
2009. Also a Director of Xerox Corporation. Age 59. Member of the Audit,
Compensation & Leadership Development, and Innovation & Technology
Committees.
Patricia A. Woertz
Chairman and Chief Executive Officer of Archer Daniels Midland Company
(agricultural processors of oilseeds, corn, wheat and cocoa, etc.). Director
since 2008. Also a director of Royal Dutch Shell plc. Age 61. Chair of the
Audit Committee and member of the Governance & Public Responsibility
Committee.
Ernesto Zedillo
Former President of Mexico, Director of the Center for the Study of
Globalization and Professor in the field of International Economics and
Politics at Yale University. Director since 2001. Also a Director of Alcoa Inc.,
Citigroup, Inc. and Promotora de Informaciones S.A. Age 62. Chair of
the Governance & Public Responsibility Committee and member of the
Innovation & Technology Committee.
THE BOARD OF DIRECTORS HAS FOUR COMMITTEES:
Audit Committee, Compensation & Leadership Development Committee,
Governance & Public Responsibility Committee, and Innovation &
Technology Committee
88
Company and Shareowner Information
P&G’S PURPOSE
SHAREHOLDER SERVICES
We will provide branded products and services of superior quality
and value that improve the lives of the world’s consumers, now
and for generations to come. As a result, consumers will reward us
with leadership sales, profit and value creation, allowing our people,
our shareowners, and the communities in which we live and work
to prosper. To learn more, please visit www.pg.com.
The Computershare Trust Company serves as transfer and dividend
paying agent for P&G Common Stock and Administrator of the
Procter & Gamble Shareholder Investment Program. Registered
shareowners and Program participants needing account assistance
with share transfers, plan purchases/sales, lost stock certificates, etc.
should contact Computershare at:
BRANDS
Website: www.computershare.com/pg
E-mail: P&G@computershare.com
Phone (M – F, 8am – 8pm Eastern): 1-800-742-6253;
1-781-575-4399 (outside U.S. and Canada)
Financial information request line (24 hours): 1-800-742-6253
For information on our portfolio of brands and our latest innovations,
please visit www.pg.com/brands and www.pginnovation.com.
SUSTAINABILITY
At P&G, we are focusing our efforts where we can make the most
meaningful difference in both environmental and social sustainability.
To learn more, please visit www.pg.com/sustainability.
CORPORATE HEADQUARTERS
P.O. Box 599, Cincinnati, OH 45201-0599
P&G SHAREHOLDER INVESTMENT PROGRAM
The Procter & Gamble Shareholder Investment Program (SIP) is a
direct stock purchase and dividend reinvestment plan. The SIP
is open to current P&G shareowners as well as new investors and is
designed to encourage long-term investment in P&G by providing
a convenient and economical way to purchase P&G stock and
reinvest dividends. Highlights of the plan include:
• Minimum initial investment — $250
• Nominal administrative fees, including no enrollment fee, and
no dividend reinvestment fee
• Optional Cash Investment — minimum $50
• Administered by The Computershare Trust Company
For complete information on the SIP, please read the Program Prospectus.
The Prospectus and New Account Application Form are available at
www.computershare.com/pg or by contacting Computershare.
GIVING THE GIFT OF P&G STOCK
Did you know you can give P&G stock to your children, grandchildren,
nieces, nephews and friends? Many of our long-time shareowners
know what a great gift P&G stock makes for a special person on a
special occasion. You can make the gift by transferring shares from
your account or by purchasing shares for the recipient through the SIP.
Please visit www.computershare.com/pg or contact Computershare
for details.
TRANSFER AGENT
Computershare
250 Royall Street
Canton, MA 02021
REGISTRAR
Computershare
P.O. Box 43078
Providence, RI 02940
EXCHANGE LISTINGS
New York Stock Exchange, NYSE Euronext-Paris
STOCK SYMBOL
PG
SHAREOWNERS OF COMMON STOCK
There were approximately 2,372,000 common stock shareowners,
including shareowners of record, participants in the P&G Shareholder
Investment Program, participants in P&G stock ownership plans
and beneficial owners with accounts at banks and brokerage firms,
as of June 30, 2014.
ANNUAL MEETING
The next annual meeting of shareholders will be held on Tuesday,
October 14, 2014. A full transcript of the meeting will be available
from Susan Felder, Assistant Secretary. Ms. Felder can be reached
at 1 P&G Plaza, Cincinnati, Ohio 45202-3315.
FORM 10-K
Shareowners may obtain a copy of P&G’s 2014 report to the
Securities and Exchange Commission on Form 10-K by going
to www.pginvestor.com or by calling 1-800-742-6253.
This information is also available at no charge by sending a
request to Computershare at the address listed.
The most recent certifications by our Chief Executive and Chief
Financial Officers pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 are filed as exhibits to our Form 10-K for the fiscal
year ended June 30, 2014. We have also filed with the New York
Stock Exchange the most recent Annual CEO certification as required
by Section 303A.12(a) of the New York Stock Exchange Listed
Company Manual.
The Procter & Gamble Company 89
Recognition
P&G is consistently recognized as a leading global company,
earning a variety of awards and recognition in several key areas.
REPUTATION AND LEADERSHIP
Barron’s ranked P&G #20 on its World’s Most Respected
Companies list.
Fortune named P&G #1 in our industry and #15 overall on its list of
the World’s Most Admired Companies.
Forbes ranked P&G #12 on its America’s Most Reputable Companies
list and #41 on its list of the World’s Most Reputable Companies.
For the third consecutive year, Chief Executive Magazine named
P&G first on its list of the 40 Best Companies for Leaders.
DIVERSITY
P&G’s commitment to creating a diverse workplace has been
recognized by DiversityInc, including a #7 ranking on its Top 50
Companies for Diversity and a #6 ranking on its Top Ten Companies
for Global Diversity.
Working Mother named P&G among the Top 5 Best Companies for
Multicultural Women, and one of its Working Mother 100 Best Companies.
For the fourth consecutive year, the National Association for Female
Executives recognized P&G as one of the Top 10 Companies for
Executive Women.
Universum named P&G one of The World’s Most Attractive Employers.
The Human Rights Campaign (HRC) has recognized P&G among a
select group of companies, scoring a perfect 100 on the Human Rights
Campaign’s Corporate Equality Index.
INNOVATION
SUPPLIER DIVERSITY
Procter & Gamble was this year’s leader for the 2013 New Product
Pacesetters list, launching seven of the top 10 most successful nonfood products of the year in the U.S. P&G innovations making the list
were Tide PODS* (#1), ZzzQuil* (#3), Vidal Sassoon Pro Series* (#4),
Downy Infusions* (#6), Always/Tampax Radiant* (#8), Secret Outlast*
(#9) and Puffs Basic* (#10). This year marks P&G’s best performance
on the Pacesetters list in the 19 years it has been published. Since
the first Pacesetters list, P&G has had 155 products make the top 25
Pacesetters list in non-food categories — more than our six largest
competitors combined.
Gartner ranked P&G at #5 on its annual Supply Chain Top 25.
Supplier diversity is a fundamental business strategy that strengthens
our innovation and go-to-market capabilities and touches and
improves the lives of our diverse suppliers, their employees and the
communities in which they live and work. For the seventh year in
a row, P&G spent more than $2 billion with minority- and womenowned businesses.
Since 2005, P&G has been a member of the Billion Dollar Roundtable,
a forum of 20 corporations that spend more than $1 billion annually
with diverse suppliers.
SUSTAINABILITY
P&G’s commitment to sustainability is clear, and our focus on
sustainability is making P&G stronger, delivering value for consumers,
customers and shareowners. P&G’s innovative work in this area has
earned numerous awards across our business, including Corporate
Responsibility Magazine’s 100 Best Corporate Citizens, the MSCI
Sustainability Index, and recognition on FTSE4Good — on which P&G
has been named since the index’s inception.
The paper utilized in the printing of this annual report is certified to the FSC® Standards,
which promotes environmentally appropriate, socially beneficial and economically viable
management of the world’s forests.
Design: VSA Partners, Inc.
90
Our Commitment to Sustainability is Making P&G a Stronger Company
P&G’s commitment to sustainability is clear. We have sustainability leaders in all areas of the business
and across all of our key brands who are developing innovative solutions on packaging, materials,
ingredients and in our supply chain. We have established a long-term sustainability vision and goals for
2020 to ensure we are making measurable progress. Our innovation capabilities and the global reach
of our brands present us with an opportunity and an obligation to address environmental and social
issues consumers care about today, and the challenges we all will face in the future. Our focus on
sustainability is making P&G stronger, delivering value for consumers, customers and shareowners.
+
P&G’s environmental efforts are focused
on conserving resources, using renewable
resources, and finding innovative ways
to recycle or reuse waste.
P&G’s social responsibility efforts are
focused on improving health and hygiene
and sharing the comforts of home for
people in need.
WORTH FROM WASTE
CHILDREN’S SAFE DRINKING WATER (CSDW)
Seven years ago, we launched our Global Asset Recovery
Purchases (GARP) program, which has the broad aim of reducing
waste and finding use for non-performing inventory. Since then,
the program has created more than $1.6 billion in value through
cost savings and revenue. At the same time, it has kept a quarter
of a million tons of materials out of landfills and put them to
worthwhile use.
Our CSDW program, soon marking 10 years in operation, has
provided more than seven billion liters of clean drinking water
to those in greatest need. The program has helped save an
estimated 40,000 lives, as drinking contaminated water is a
primary cause of death and illness in developing countries.
LIQUID LAUNDRY COMPACTION
This year, P&G committed to 25% less water in every dose of
P&G liquid laundry detergents sold in North America by 2018.
This means less plastic, water and energy used to make, pack and
ship products, and fewer delivery trucks on the road. When we
moved to a 2x-concentrated formula in 2008, we reduced plastic
use by more than 40%, reduced water use by 35% and increased
truck capacity by 50%. In addition to the manufacturing and
shipping savings, consumers rewarded us with increased sales.
Learn more at www.pg.com/sustainability.
DISASTER RELIEF
P&G’s global disaster relief programs provide daily essential
products from brands such as Tide*, Pampers*, Duracell*, and
Pantene* to help people in need when disaster strikes. In the
past year, we helped families when they needed us most by
responding with P&G products and cash donations to nearly
20 major disasters worldwide, including Typhoon Haiyan in
the Philippines, massive flooding in the Balkans, and severe
tornadoes in the U.S.
©2014 Procter & Gamble
00387129

Annual Report

Transcription

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